EXECUTION COPY
RESIDENTIAL ASSET SECURITIES CORPORATION,
Depositor,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
U.S. BANK NATIONAL ASSOCIATION
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2006
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2006-EMX8
TABLE OF CONTENTS
PAGE
ARTICLE I DEFINITIONS............................................................................................4
Section 1.01. Definitions.......................................................................4
Section 1.02. Determination of LIBOR...........................................................57
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES......................................58
Section 2.01. Conveyance of Mortgage Loans.....................................................58
Section 2.02. Acceptance by Trustee............................................................61
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the
Depositor. .....................................................................62
Section 2.04. Representations and Warranties of Sellers........................................64
Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC-I Regular
Interests. .....................................................................66
Section 2.06. Purposes and Powers of the Trust.................................................66
Section 2.07. Agreement Regarding Ability to Disclose..........................................67
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS......................................................68
Section 3.01. Master Servicer to Act as Servicer...............................................68
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of
Subservicers' Obligations......................................................70
Section 3.03. Successor Subservicers...........................................................71
Section 3.04. Liability of the Master Servicer.................................................71
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders72
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee..................72
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account......72
Section 3.08. Subservicing Accounts; Servicing Accounts........................................75
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans.....76
Section 3.10. Permitted Withdrawals from the Custodial Account.................................76
Section 3.11. Maintenance of Primary Insurance Coverage........................................78
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage................78
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain
Assignments......................................................................79
Section 3.14. Realization Upon Defaulted Mortgage Loans........................................81
Section 3.15. Trustee to Cooperate; Release of Custodial Files.................................83
Section 3.16. Servicing and Other Compensation; Compensating Interest..........................84
Section 3.17. Reports to the Trustee and the Depositor.........................................85
Section 3.18. Annual Statement as to Compliance and Servicing Assessment.......................86
Section 3.19. Annual Independent Public Accountants' Servicing Report..........................86
Section 3.20. Right of the Depositor in Respect of the Master Servicer.........................86
Section 3.21. [Reserved].......................................................................87
Section 3.22. Advance Facility.................................................................87
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS.......................................................................91
Section 4.01. Certificate Account..............................................................91
Section 4.02. Distributions....................................................................91
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act
Reporting. .....................................................................95
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master
Servicer. ......................................................................99
Section 4.05. Allocation of Realized Losses...................................................100
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property...................102
Section 4.07. Optional Purchase of Defaulted Mortgage Loans...................................102
Section 4.08. Limited Mortgage Loan Repurchase Right..........................................102
Section 4.09. Derivative Contracts............................................................102
Section 4.10. Yield Maintenance Agreement.....................................................103
ARTICLE V THE CERTIFICATES.....................................................................................105
Section 5.01. The Certificates................................................................105
Section 5.02. Registration of Transfer and Exchange of Certificates...........................107
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...............................111
Section 5.04. Persons Deemed Owners...........................................................111
Section 5.05. Appointment of Paying Agent.....................................................112
ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER...............................................................113
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.................113
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of
Rights and Delegation of Duties by Master Servicer.............................113
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others........114
Section 6.04. Depositor and Master Servicer Not to Resign.....................................114
ARTICLE VII DEFAULT............................................................................................116
Section 7.01. Events of Default...............................................................116
Section 7.02. Trustee or Depositor to Act; Appointment of Successor...........................117
Section 7.03. Notification to Certificateholders..............................................118
Section 7.04. Waiver of Events of Default.....................................................119
ARTICLE VIII CONCERNING THE TRUSTEE............................................................................120
Section 8.01. Duties of Trustee...............................................................120
Section 8.02. Certain Matters Affecting the Trustee...........................................121
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans...........................122
Section 8.04. Trustee May Own Certificates....................................................123
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.............123
Section 8.06. Eligibility Requirements for Trustee............................................123
Section 8.07. Resignation and Removal of the Trustee..........................................124
Section 8.08. Successor Trustee...............................................................125
Section 8.09. Merger or Consolidation of Trustee..............................................125
Section 8.10. Appointment of Co-Trustee or Separate Trustee...................................125
Section 8.11. Appointment of the Custodian....................................................126
Section 8.12. Appointment of Office or Agency.................................................127
Section 8.13. DTC Letter of Representations...................................................127
Section 8.14. Yield Maintenance Agreement.....................................................127
ARTICLE IX TERMINATION.........................................................................................128
Section 9.01. Termination Upon Purchase or Liquidation of All Mortgage Loans..................128
Section 9.02. Additional Termination Requirements.............................................131
ARTICLE X REMIC PROVISIONS.....................................................................................133
Section 10.01. REMIC Administration............................................................133
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification................136
ARTICLE XI MISCELLANEOUS PROVISIONS............................................................................137
Section 11.01. Amendment.......................................................................137
Section 11.02. Recordation of Agreement; Counterparts..........................................139
Section 11.03. Limitation on Rights of Certificateholders......................................139
Section 11.04. Governing Law...................................................................140
Section 11.05. Notices.........................................................................140
Section 11.06. Notices to Rating Agencies......................................................141
Section 11.07. Severability of Provisions......................................................141
Section 11.08. Supplemental Provisions for Resecuritization....................................141
Section 11.09. Third-Party Beneficiary.........................................................142
ARTICLE XII COMPLIANCE WITH REGULATION AB......................................................................142
Section 12.01. Intent of Parties; Reasonableness...............................................142
Section 12.02. Additional Representations and Warranties of the Trustee........................143
Section 12.03. Information to be Provided by the Trustee.......................................143
Section 12.04. Report on Assessment of Compliance and Attestation..............................144
Section 12.05. Indemnification; Remedies.......................................................144
EXHIBIT A FORM OF CLASS A CERTIFICATE..................................................................A-1
EXHIBIT B FORM OF CLASS M CERTIFICATE..................................................................B-1
EXHIBIT C FORM OF CLASS SB CERTIFICATE.................................................................C-1
EXHIBIT D FORM OF CLASS R CERTIFICATE..................................................................D-1
EXHIBIT E FORM OF CUSTODIAL AGREEMENT..................................................................E-1
EXHIBIT F-1 GROUP I LOAN SCHEDULE........................................................................F-1
EXHIBIT F-2 GROUP II LOAN SCHEDULE.......................................................................F-2
EXHIBIT G FORM OF REQUEST FOR RELEASE..................................................................G-1
EXHIBIT H-1 FORM OF TRANSFER AFFIDAVIT AND AGREEMENT...................................................H-1-1
EXHIBIT H-2 FORM OF TRANSFEROR CERTIFICATE.............................................................H-2-1
EXHIBIT I FORM OF INVESTOR REPRESENTATION LETTER.......................................................I-1
EXHIBIT J FORM OF TRANSFEROR REPRESENTATION LETTER.....................................................J-1
EXHIBIT K TEXT OF AMENDMENT TO POOLING AND SERVICING AGREEMENT PURSUANT TO
SECTION 11.01(E) FOR A LIMITED GUARANTY......................................................K-1
EXHIBIT L FORM OF LIMITED GUARANTY.....................................................................L-1
EXHIBIT M FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN.................................M-1
EXHIBIT N FORM OF RULE 144A INVESTMENT REPRESENTATION..................................................N-1
EXHIBIT O [RESERVED]...................................................................................O-1
EXHIBIT P FORM OF ERISA LETTER.........................................................................P-1
EXHIBIT Q [RESERVED]...................................................................................Q-1
EXHIBIT R ASSIGNMENT AGREEMENT........................................................................R-1
EXHIBIT S SERVICING CRITERIA...........................................................................S-1
EXHIBIT T-1 FORM OF 10-K CERTIFICATION.................................................................T-1-1
EXHIBIT T-2 FORM OF BACK-UP CERTIFICATION..............................................................T-2-1
Exhibit U Information to be Provided by the Master Servicer to the Rating Agencies Relating to Reportable
Modified Mortgage Loans ................................................................... U-1
This Pooling and Servicing Agreement, effective as of September 1, 2006, among RESIDENTIAL ASSET SECURITIES CORPORATION, as
the depositor (together with its permitted successors and assigns, the "Depositor"), RESIDENTIAL FUNDING CORPORATION, as master
servicer (together with its permitted successors and assigns, the "Master Servicer"), and U.S. BANK NATIONAL ASSOCIATION, a banking
association organized under the laws of the United States, as trustee (together with its permitted successors and assigns, the
"Trustee").
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be
issued hereunder in sixteen Classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage
Loans (as defined herein) and certain other related assets.
REMIC I
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the
Mortgage Loans and certain other related assets (exclusive of the Yield Maintenance Agreement) subject to this Agreement as a real
estate mortgage investment conduit (a "REMIC") for federal income tax purposes, and such segregated pool of assets will be designated
as "REMIC I." Component I of the Class R Certificates will represent the sole Class of "residual interests" in REMIC I for purposes
of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the
designation, remittance rate (the "Uncertificated REMIC I Pass-Through Rate") and initial Uncertificated Principal Balance for each
of the "regular interests" in REMIC I (the "REMIC I Regular Interests"). The "latest possible maturity date" (determined solely for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I Regular Interest shall be the Maturity
Date. None of the REMIC I Regular Interests will be certificated.
UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
Y-1 Variable(1) $ 209,717.93 October 25, 2036
Y-2 Variable(1) $ 155,279.07 October 25, 2036
Z-1 Variable(1) $ 419,226,149.00 October 25, 2036
Z-2 Variable(1) $ 310,408,909.08 October 25, 2036
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC I Pass-Through Rate.
REMIC II
As provided herein, the REMIC Administrator will make an election to treat the segregated pool of assets consisting of the
REMIC I Regular Interests subject to this Agreement as a REMIC for federal income tax purposes, and such segregated pool of assets
will be designated as "REMIC II." Component II of the Class R Certificates will represent the sole Class of "residual interests" in
REMIC II for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets
forth the designation, remittance rate (the "Uncertificated REMIC II Pass-Through Rate") and initial Uncertificated Principal Balance
for each of the "regular interests" in REMIC II (the "REMIC II Regular Interests"). The "latest possible maturity date" (determined
solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest shall be the
Maturity Date. None of the REMIC II Regular Interests will be certificated.
UNCERTIFICATED REMIC I INITIAL UNCERTIFICATED REMIC I LATEST POSSIBLE
DESIGNATION PASS-THROUGH RATE PRINCIPAL BALANCE MATURITY DATE
LT-1 Variable(1) $ 492,899,427.95 October 25, 2036
LT-2 Variable(1) $ 13,729.61 October 25, 2036
LT-3 0.00% $ 35,589.79 October 25, 2036
LT-4 Variable(1) $ 35,589.79 October 25, 2036
LT-5 Variable(1) $ 310,355,575.74 October 25, 2036
LT-6 Variable(1) $ 8,779.50 October 25, 2036
LT-7 0.00% $ 22,276.92 October 25, 2036
LT-8 Variable(1) $ 22,276.92 October 25, 2036
LT-Y1(2) Variable(1) $ 209,717.93 October 25, 2036
LT-Y2(2) Variable(1) $ 155,279.07 October 25, 2036
_______________
(1) Calculated as provided in the definition of Uncertificated REMIC II Pass-Through Rate.
(2) LT-Y1 will have the same interest rate, principal balance, Principal Reduction Amount and allocation of Realized Losses as the
REMIC I Regular Interest Y-1. LT-Y2 will have the same interest rate, principal balance, Principal Reduction Amount and allocation
of Realized Losses as the REMIC I Regular Interest Y-2.
REMIC III
As provided herein, the REMIC Administrator will elect to treat the segregated pool of assets consisting of the REMIC II
Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as "REMIC III."
Component III of the Class R Certificates will represent the sole Class of "residual interests" in REMIC III for purposes of the
REMIC Provisions under federal income tax law. The following table irrevocably sets forth the designation, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, certain features, month of Final Scheduled Distribution Date and initial ratings for
each Class of Certificates comprising the interests representing "regular interests" in REMIC III. The "latest possible maturity
date" (determined solely for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC III
Regular Certificates shall be the Maturity Date.
MONTH OF
FINAL
AGGREGATE INITIAL SCHEDULED
PASS-THROUGH CERTIFICATE DISTRIBUTION
DESIGNATION TYPE RATE PRINCIPAL BALANCE FEATURES DATE
S&P Xxxxx'x
Class A-I-1 Regular(1) Adjustable(2)(3)$ 152,460,000.00 Senior/Adjustable May 2030 AAA Aaa
Rate
Class A-I-2 Regular(1) Adjustable(2)(3)$ 68,628,000.00 Senior/Adjustable April 2035 AAA Aaa
Rate
Class A-I-3 Regular(1) Adjustable(2)(3)$ 73,325,000.00 Senior/Adjustable August 2036 AAA Aaa
Rate
Class A-I-4 Regular(1) Adjustable(2)(3)$ 25,406,000.00 Senior/Adjustable October 2036 AAA Aaa
Rate
Class A-II Regular(1) Adjustable $ 236,806,000.00 Senior/Adjustable October 2036 AAA Aaa
(2)(3) Rate
Class M-1 Regular(1) Adjustable(2)(3)$ 30,660,000.00 Mezzanine/Adjustable October 2036 AA+ Aa1
Rate
Class M-2 Regular(1) Adjustable(2)(3)$ 26,645,000.00 Mezzanine/Adjustable October 2036 AA Aa2
Rate
Class M-3 Regular(1) Adjustable(2)(3)$ 16,060,000.00 Mezzanine/Adjustable October 2036 AA- Aa3
Rate
Class M-4 Regular(1) Adjustable(2)(3)$ 14,235,000.00 Mezzanine/Adjustable October 2036 A+ A1
Rate
Class M-5 Regular(1) Adjustable(2)(3)$ 13,870,000.00 Mezzanine/Adjustable October 2036 A A2
Rate
Class M-6 Regular(1) Adjustable(2)(3)$ 12,045,000.00 Mezzanine/Adjustable October 2036 A- A3
Rate
Class M-7 Regular(1) Adjustable(2)(3)$ 10,220,000.00 Mezzanine/Adjustable October 2036 BBB+ Baa1
Rate
Class M-8 Regular(1) Adjustable(2)(3)$ Mezzanine/Adjustable October 2036 BBB Baa2
7,665,000.00 Rate
Class M-9 Regular(1) Adjustable(2)(3)$ 10,585,000.00 Mezzanine/Adjustable October 2036 BBB- Baa3
Rate
Class SB Regular (4) $ 31,390,055.08 Subordinate N/A N/A N/A
(4)
_______________
(1) The Class A-I, Class A-II and Class M Certificates will represent ownership of REMIC III Regular Interests together with
certain rights to payments to be made from amounts received under the Yield Maintenance Agreement which will be deemed made for
federal income tax purposes outside of REMIC III by the holder of the Class SB Certificates as the owner of the Yield Maintenance
Agreement.
(2) The REMIC III Regular Interests, ownership of which is represented by the Class A-I, Class A II and Class M Certificates,
will accrue interest at a per annum rate equal to LIBOR plus the applicable Margin, each subject to a payment cap as described in
the definition of "Pass-Through Rate" and the provisions for the payment of Basis Risk Shortfalls herein, which payments will not
be part of the entitlement of the REMIC III Regular Interests related to such Certificates.
(3) The Class A-I, Class A-II and Class M Certificates will also entitle their holders to certain payments from the Holder of
the Class SB Certificates from amounts to which the related REMIC III Regular Interest is entitled and from amounts received
under the Yield Maintenance Agreement, which will not be a part of their ownership of the REMIC III Regular Interests.
(4) The Class SB Certificates will accrue interest as described in the definition of Accrued Certificate Interest. The Class SB
Certificates will not accrue interest on their Certificate Principal Balance. The Class SB Certificates will be comprised of two
REMIC III Regular Interests, a principal only regular interest designated REMIC III Regular Interest SB PO and an interest only
regular interest designated REMIC III Regular Interest SB IO, which will be entitled to distributions as set forth herein. The
rights of the Holder of the Class SB Certificates to payments from the Yield Maintenance Agreement shall be outside and apart
from its rights under the REMIC III Regular Interests SB IO and SB PO.
In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer and the Trustee agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.01 Definitions.
Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the
meanings specified in this Article.
Accrued Certificate Interest: With respect to each Distribution Date and each Class of Class A Certificates and Class M
Certificates, an amount equal to the interest accrued during the related Interest Accrual Period on the Certificate Principal Balance
thereof immediately prior to such Distribution Date at the related Pass-Through Rate for that Distribution Date.
The amount of Accrued Certificate Interest on each Class of Certificates shall be reduced by the amount of Prepayment
Interest Shortfalls on the related Mortgage Loans during the prior calendar month to the extent not covered by Compensating Interest
pursuant to Section 3.16, and by Relief Act Shortfalls on the related Mortgage Loans during the related Due Period. The portion of
any Prepayment Interest Shortfalls or Relief Act Shortfalls allocated to the Class A Certificates will be based upon the related
Senior Percentage of all such reductions with respect to the related Mortgage Loans, such reducutions will be allocated among the
related Class A Certificates, on a pro-rata, on the basis of Accrued Certificate Interest payable on such Distribution Date absent
such reductions, with the remainder of such reductions allocated among the Holders of all Classes of Class M Certificatets, pro rata,
on the basis of Accrued Certificate Interest payable on such Distribution Date absent such reductions.
Accrued Certificate Interest for any Distribution Date shall further be reduced by the interest portion of Realized Losses
allocated to any Class of Certificates pursuant to Section 4.05.
Accrued Certificate Interest shall accrue on the basis of a 360-day year and the actual number of days in the related
Interest Accrual Period.
With respect to each Distribution Date and the Class SB Certificates, interest accrued during the preceding Interest Accrual
Period at the related Pass-Through Rate on the Uncertificated Notional Amount as specified in the definition of Pass-Through Rate,
immediately prior to such Distribution Date, reduced by any interest shortfalls with respect to the Mortgage Loans, including
Prepayment Interest Shortfalls to the extent not covered by Compensating Interest pursuant to Section 3.16 or by Excess Cash Flow
pursuant to Section 4.02(c)(v) and (vi). Accrued Certificate Interest on the Class SB Certificates shall accrue on the basis of a
360-day year and the actual number of days in the related Interest Accrual Period.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of determination, the Mortgage Rate borne by the
related Mortgage Note, less the rate at which the related Subservicing Fee accrues.
Adjustment Date: With respect to each adjustable-rate Mortgage Loan, each date set forth in the related Mortgage Note on
which an adjustment to the interest rate on such Mortgage Loan becomes effective.
Advance: With respect to any Mortgage Loan, any advance made by the Master Servicer, pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling, controlled by or under common control with such first
Person. For purposes of this definition, "control" means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
Amount Held for Future Distribution: With respect to any Distribution Date, the total of the amounts held in the Custodial
Account at the close of business on the preceding Determination Date on account of (i) Liquidation Proceeds, Subsequent Recoveries,
Insurance Proceeds, REO Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant to Section 2.02, 2.03, 2.04 or 4.07
and Mortgage Loan substitutions made pursuant to Section 2.03 or 2.04 received or made in the month of such Distribution Date (other
than such Liquidation Proceeds, Subsequent Recoveries, Insurance Proceeds, REO Proceeds and purchases of Mortgage Loans that the
Master Servicer has deemed to have been received in the preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a date or dates subsequent to the Due Date in the
related Due Period.
Appraised Value: With respect to any Mortgaged Property, the lesser of (i) the appraised value of such Mortgaged Property
based upon the appraisal made at the time of the origination of the related Mortgage Loan, and (ii) the sales price of the Mortgaged
Property at such time of origination, except in the case of a Mortgaged Property securing a refinanced or modified Mortgage Loan as
to which it is either the appraised value based upon the appraisal made at the time of origination of the loan which was refinanced
or modified or the appraised value determined in an appraisal at the time of refinancing or modification, as the case may be.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect of record the sale of the Mortgage
Loan to the Trustee for the benefit of Certificateholders, which assignment, notice of transfer or equivalent instrument may be in
the form of one or more blanket assignments covering Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated the Closing Date, between Residential Funding and the
Depositor relating to the transfer and assignment of the Mortgage Loans, attached hereto as Exhibit R.
Available Distribution Amount: With respect to any Distribution Date, an amount equal to (a) the sum of (i) the amount
relating to the Mortgage Loans on deposit in the Custodial Account as of the close of business on the immediately preceding
Determination Date, including any Subsequent Recoveries, and amounts deposited in the Custodial Account in connection with the
substitution of Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the immediately preceding Certificate
Account Deposit Date with respect to the Mortgage Loans, (iii) any amount deposited in the Certificate Account on the related
Certificate Account Deposit Date pursuant to the second paragraph of Section 3.12(a) in respect of the Mortgage Loans, (iv) any
amount that the Master Servicer is not permitted to withdraw from the Custodial Account pursuant to Section 3.16(e) in respect of the
Mortgage Loans, and (v) any amount deposited in the Certificate Account pursuant to Section 4.07 or 9.01 in respect of the Mortgage
Loans, reduced by (b) the sum as of the close of business on the immediately preceding Determination Date of (x) the Amount Held for
Future Distribution with respect to the Mortgage Loans, and (y) amounts permitted to be withdrawn by the Master Servicer from the
Custodial Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Balloon Loan: Each of the Mortgage Loans having an original term to maturity that is shorter than the related amortization
term.
Balloon Payment: With respect to any Balloon Loan, the related Monthly Payment payable on the stated maturity date of such
Balloon Loan.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Basis Risk Shortfalls: The Group I Basis Risk Shortfalls, Group II Basis Risk Shortfalls and Class M Basis Risk Shortfalls,
as applicable.
Book-Entry Certificate: Any Certificate registered in the name of the Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in the State of
California, the State of Minnesota, the State of Texas, the State of New York or the State of Illinois (and such other state or
states in which the Custodial Account or the Certificate Account are at the time located) are required or authorized by law or
executive order to be closed.
Capitalization Reimbursement Amount: With respect to any Distribution Date, the amount of Advances or Servicing Advances
that were added to the Stated Principal Balance of the Mortgage Loans during the prior calendar month and reimbursed to the Master
Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii).
Cash Liquidation: With respect to any defaulted Mortgage Loan other than a Mortgage Loan as to which an REO Acquisition
occurred, a determination by the Master Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and other payments
or cash recoveries which the Master Servicer reasonably and in good faith expects to be finally recoverable with respect to such
Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class SB Certificate or Class R Certificate.
Certificate Account: The account or accounts created and maintained pursuant to Section 4.01, which shall be entitled "U.S.
Bank National Association, as trustee, in trust for the registered holders of Residential Asset Securities Corporation, Home Equity
Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX8" and which account shall be held for the benefit of the
Certificateholders and which must be an Eligible Account.
Certificate Account Deposit Date: With respect to any Distribution Date, the Business Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is registered in the Certificate Register, except that
neither a Disqualified Organization nor a Non-United States Person shall be a holder of a Class R Certificate for any purpose
hereof. Solely for the purpose of giving any consent or direction pursuant to this Agreement, any Certificate, other than a Class R
Certificate, registered in the name of the Depositor, the Master Servicer or any Subservicer or any Affiliate thereof shall be deemed
not to be outstanding and the Percentage Interest or Voting Rights evidenced thereby shall not be taken into account in determining
whether the requisite amount of Percentage Interests or Voting Rights necessary to effect any such consent or direction has been
obtained. All references herein to "Holders" or "Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein;
provided, however, that the Trustee shall be required to recognize as a "Holder" or "Certificateholder" only the Person in whose name
a Certificate is registered in the Certificate Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who is the beneficial owner of such Certificate, as
reflected on the books of an indirect participating brokerage firm for which a Depository Participant acts as agent, if any, and
otherwise on the books of a Depository Participant, if any, and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to any Class A Certificate or Class M Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance of such Certificate as specified on the face thereof,
minus (ii) the sum of (x) the aggregate of all amounts previously distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal Balance thereof pursuant to Section 4.02(c) and (y) the aggregate of all
reductions in Certificate Principal Balance deemed to have occurred in connection with Realized Losses which were previously
allocated to such Certificate (or any predecessor Certificate) pursuant to Section 4.05; provided, that with respect to any
Distribution Date, the Certificate Principal Balances of: (i) the Class A-I Certificates and Class M Certificates will be increased,
in each case to the extent to which a Realized Loss was previously allocated thereto and remaining unreimbursed, by the Subsequent
Recovery Allocation Amount for Loan Group I in the following order of priority: first to the Class A-I Certificates, pro rata, and
then to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates, and
(ii) the Class A-II and Class M Certificates will be increased, in each case, to the extent of Realized Losses previously allocated
thereto and remaining unreimbursed, by the Subsequent Recovery Allocation Amount for Loan Group II in the following order of
priority: to the Class A-II, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
Certificates. With respect to any Class SB Certificate, on any date of determination, an amount equal to the Percentage Interest
evidenced by such Certificate, multiplied by an amount equal to (i) the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal Balance of the Class A Certificates and Class M
Certificates then outstanding, which represents the sum of (i) the Initial Principal Balance of the REMIC III Regular Interest SB-PO,
as reduced by Realized Losses allocated thereto and payments deemed made thereon, and (ii) accrued and unpaid interest on the REMIC
III Regular Interest SB-IO, as reduced by Realized Losses allocated thereto. The Class R Certificates will not have a Certificate
Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and the registrar appointed pursuant to
Section 5.02.
Class: Collectively, all of the Certificates or uncertificated interests bearing the same designation.
Class A Certificates: Collectively, the Class A-I-1 Certificates, Class A-I-2 Certificates, Class A-I-3 Certificates,
Class A-I-4 Certificates and Class A-II Certificates.
Class A Interest Distribution Priority: With respect to each class of Class A Certificates and any Distribution Date, the
amount available for payment of Accrued Certificate Interest thereon for that Distribution Date plus Accrued Certificate Interest
thereon remaining unpaid from any prior Distribution Date, in the amounts and priority as follows:
(i) first, concurrently, to the Class A-I Certificates, pro rata, from the Class A-I Interest Remittance Amount and to the Class
A-II Certificates, from the Class A-II Interest Remittance Amount;
(ii) second, to the Class A-I Certificates, pro rata, from the remaining Class A-II Interest Remittance Amount or to the
Class A-II Certificates, from the remaining Class A-I Interest Remittance Amount, as needed after taking into
account any distributions in respect of interest on the Class A Certificates made in first above;
(iii) third, concurrently, from the Principal Remittance Amount related to Loan Group I to the Class A-I Certificates, pro
rata, and from the Principal Remittance Amount related to Loan Group II to the Class A-II Certificates, after taking
into account any distributions in respect of interest on the Class A Certificates made in first and second above; and
(iv) fourth, from the remaining Principal Remittance Amount related to Loan Group II to the Class A-I Certificates, pro
rata, or from the remaining Principal Remittance Amount related to Loan Group I to the Class A-II Certificates, as
needed after taking into account any distributions in respect of interest on the Class A Certificates made in first,
second and third above.
Class A Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or after
the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the Principal Distribution Amount for that Distribution
Date or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the Principal Distribution Amount for that Distribution Date; and
(ii) the excess, if any, of (A) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class A-I-1 Certificate: Any one of the Class A-I-1 Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class A-I-1 Margin: 0.0800% per annum.
Class A-I-2 Certificate: Any one of the Class A-I-2 Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class A-I-2 Margin: 0.1200% per annum.
Class A-I-3 Certificate: Any one of the Class A-I-3 Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class A-I-3 Margin: Initially, 0.1700% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.3400% per annum.
Class A-I-4 Certificate: Any one of the Class A-I-4 Certificates executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB
Certificates and Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group I Loans
as set forth in Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the
REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class A-I-4 Margin: Initially, 0.2500% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.5000% per annum.
Class A-I Certificates: Collectively, the Class A-I-1 Certificates, Class A-I-2 Certificates, Class A-I-3 Certificates and
Class A-I-4 Certificates.
Class A-I Interest Remittance Amount: With respect to any Distribution Date, the portion of the Available Distribution
Amount for that Distribution Date attributable to interest received or advanced with respect to the Group I Loans.
Class A-II Certificate: Any one of the Class A-II Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit A, senior to the Class M Certificates, Class SB Certificates and
Class R Certificates with respect to distributions and the allocation of Realized Losses in respect of Group II Loans as set forth in
Section 4.05, and evidencing (i) an interest designated as a "regular interest" in REMIC III for purposes of the REMIC Provisions and
(ii) the right to receive payments under the Yield Maintenance Agreement.
Class A-II Interest Remittance Amount: With respect to any Distribution Date, the portion of the Available Distribution
Amount for that Distribution Date attributable to interest received or advanced with respect to the Group II Loans.
Class A-II Margin: Initially, 0.1350% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.2700% per annum.
Class M Certificates: Collectively, the Class M-1 Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4
Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8 Certificates and Class M-9
Certificates.
Class M-1 Certificate: Any one of the Class M-1 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-1 Margin: Initially, 0.3000% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.4500% per annum.
Class M-1 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(iii) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount; and
(iv) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates (after
taking into account the payment of the Class A Principal Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-1 Certificates immediately prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions
to be made on that Distribution Date, over the Overcollateralization Floor.
Class M-2 Certificate: Any one of the Class M-2 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-2 Margin: Initially, 0.3200% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.4800% per annum.
Class M-2 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount and the Class M-1 Principal Distribution
Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount and the Class M-1 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates and
Class M-1 Certificates (after taking into account the payment of the Class A Principal Distribution Amount and the
Class M-1 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-2 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving
effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-3 Certificate: Any one of the Class M-3 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-3 Margin: Initially, 0.3400% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.5100% per annum.
Class M-3 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount
and the Class M-2 Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates and Class M-2 Certificates (after taking into account the payment of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount and the Class M-2 Principal Distribution Amount for that
Distribution Date) and (2) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to that
Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the
aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that
Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class M-4 Certificate: Any one of the Class M-4 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-4 Margin: Initially, 0.3800% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.5700% per annum.
Class M-4 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount and the Class M-3 Principal Distribution Amount or (b) on or after the Stepdown Date if a
Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount and the
Class M-3 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates and Class M-3 Certificates (after taking into account the payment of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount
and the Class M-3 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of
the Class M-4 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving
effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-5 Certificate: Any one of the Class M-5 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-5 Margin: Initially, 0.4100% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.6150% per annum.
Class M-5 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution
Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the
Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates and Class M-4 Certificates (after taking into account the
payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2
Principal Distribution Amount, the Class M-3 Principal Distribution Amount and the Class M-4 Principal Distribution
Amount for that Distribution Date) and (2) the Certificate Principal Balance of the Class M-5 Certificates immediately
prior to that Distribution Date over (B) the lesser of (x) the product of (1) the applicable Subordination Percentage
and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date and (y) the excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after
giving effect to distributions to be made on that Distribution Date, over the Overcollateralization Floor.
Class M-6 Certificate: Any one of the Class M-6 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-6 Margin: Initially, 0.4700% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 0.7050% per annum.
Class M-6 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount
and the Class M-5 Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that
Distribution Date, the lesser of:
(iii) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount and the Class M-5 Principal
Distribution Amount; and
(iv) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates and Class M-5 Certificates (after
taking into account the payment of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution
Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4
Principal Distribution Amount and the Class M-5 Principal Distribution Amount for that Distribution Date) and (2) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to that Distribution Date over (B) the
lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal Balance
of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the excess, if
any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on
that Distribution Date, over the Overcollateralization Floor.
Class M-7 Certificate: Any one of the Class M-7 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-7 Margin: Initially, 0.8000% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 1.2000% per annum.
Class M-7 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount and the Class M-6 Principal Distribution Amount or (b) on or after the Stepdown
Date if a Trigger Event is not in effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3
Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount and
the Class M-6 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates and
Class M-6 Certificates (after taking into account the payment of the Class A Principal Distribution Amount, the
Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3 Principal
Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount and the
Class M-6 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-7 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving
effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M-8 Certificate: Any one of the Class M-8 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-8 Margin: Initially, 1.0500% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 1.5750% per annum.
Class M-8 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal
Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in effect for that Distribution Date, the lesser
of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount and the Class M-7 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
Certificates and Class M-7 Certificates (after taking into account the payment of the Class A Principal Distribution
Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the Class M-3
Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal Distribution Amount,
the Class M-6 Principal Distribution Amount and the Class M-7 Principal Distribution Amount for that Distribution Date)
and (2) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to that Distribution Date over
(B) the lesser of (x) the product of (1) the applicable Subordination Percentage and (2) the aggregate Stated Principal
Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date and (y) the
excess, if any, of the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to
be made on that Distribution Date, over the Overcollateralization Floor.
Class M-9 Certificate: Any one of the Class M-9 Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit B, and evidencing (i) an interest designated as a "regular interest" in
REMIC III for purposes of the REMIC Provisions and (ii) the right to receive payments under the Yield Maintenance Agreement.
Class M-9 Margin: Initially, 2.1000% per annum, and on any Distribution Date on and after the second Distribution Date
after the first possible Optional Termination Date, 3.1500% per annum.
Class M-9 Principal Distribution Amount: With respect to any Distribution Date (a) prior to the Stepdown Date or on or
after the Stepdown Date if a Trigger Event is in effect for that Distribution Date, the remaining Principal Distribution Amount for
that Distribution Date after distribution of the Class A Principal Distribution Amount, the Class M-1 Principal Distribution Amount,
the Class M-2 Principal Distribution Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution
Amount, the Class M-5 Principal Distribution Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal
Distribution Amount and the Class M-8 Principal Distribution Amount or (b) on or after the Stepdown Date if a Trigger Event is not in
effect for that Distribution Date, the lesser of:
(i) the remaining Principal Distribution Amount for that Distribution Date after distribution of the Class A Principal
Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount, the
Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution Amount and the
Class M-8 Principal Distribution Amount; and
(ii) the excess, if any, of (A) the sum of (1) the aggregate Certificate Principal Balance of the Class A Certificates, Class M-1
Certificates, Class M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
Certificates, Class M-7 Certificates and Class M-8 Certificates (after taking into account the payment of the Class A
Principal Distribution Amount, the Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution Amount,
the Class M-3 Principal Distribution Amount, the Class M-4 Principal Distribution Amount, the Class M-5 Principal
Distribution Amount, the Class M-6 Principal Distribution Amount, the Class M-7 Principal Distribution Amount and the
Class M-8 Principal Distribution Amount for that Distribution Date) and (2) the Certificate Principal Balance of the
Class M-9 Certificates immediately prior to that Distribution Date over (B) the lesser of (x) the product of (1) the
applicable Subordination Percentage and (2) the aggregate Stated Principal Balance of the Mortgage Loans after giving
effect to distributions to be made on that Distribution Date and (y) the excess, if any, of the aggregate Stated
Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution Date, over
the Overcollateralization Floor.
Class M Basis Risk Shortfall: With respect to any class of Class M Certificates and any Distribution Date, an amount equal
to the excess of (i) Accrued Certificate Interest for that class calculated at a rate (not to exceed 14.000%) equal to One Month
LIBOR plus the related Margin, over (ii) Accrued Certificate Interest if the Pass Through Rate for such Distribution Date is
calculated using the Class M Net WAC Cap Rate; plus any unpaid Class M Basis Risk Shortfall from prior Distribution Dates, plus
interest thereon, to the extent not previously paid from Excess Cash Flow, at a rate (not to exceed 14.000%) equal to One Month LIBOR
plus the related Margin.
Class M Net WAC Cap Rate: With respect to any Distribution Date and the Class M Certificates, a per annum rate equal to
the weighted average of (i) the Group I Net WAC Cap Rate and (ii) Group II Net WAC Cap Rate, weighted on the basis of the related
Subordinate Component.
Class R Certificate: Any one of the Class R Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit D and evidencing an interest designated as a "residual interest" in a
REMIC for purposes of the REMIC Provisions.
Class SB Certificate: Any one of the Class SB Certificates executed by the Trustee and authenticated by the Certificate
Registrar substantially in the form annexed hereto as Exhibit C, subordinate to the Class A Certificates and Class M Certificates
with respect to distributions and the allocation of Realized Losses as set forth in Section 4.05, and evidencing an interest
comprised of "regular interests" in REMIC III together with certain rights to payments under the Yield Maintenance Agreement for
purposes of the REMIC Provisions.
Closing Date: September 28, 2006.
Code: The Internal Revenue Code of 1986.
Commission: The Securities and Exchange Commission.
Compensating Interest: With respect to any Distribution Date, any amount paid by the Master Servicer in accordance with
Section 3.16(f).
Corporate Trust Office: The principal office of the Trustee at which at any particular time its corporate trust business
with respect to this Agreement shall be administered, which office at the date of the execution of this instrument is located at U.S.
Bank National Association, EP-MN-WS3D, 00 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000, Attn: Structured Finance/RASC 2006-EMX8.
Credit Repository: Equifax, Transunion and Experian, or their successors in interest.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained pursuant to Section 3.07 in the name of a
depository institution, as custodian for the holders of the Certificates, for the holders of certain other interests in mortgage
loans serviced or sold by the Master Servicer and for the Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the Depositor, the Master Servicer, the Trustee and a
Custodian in substantially the form of Exhibit E hereto.
Custodial File: Any mortgage loan document in the Mortgage File that is required to be delivered to the Trustee or the
Custodian pursuant to Section 2.01(b) of this Agreement.
Custodian: Xxxxx Fargo Bank, N.A., or any successor custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: September 1, 2006.
Cut-off Date Balance: $730,000,055.08.
Cut-off Date Principal Balance: With respect to any Mortgage Loan, the unpaid principal balance thereof at the Cut-off Date
after giving effect to all installments of principal due on or prior thereto (or due in the month of the Cut-off Date), whether or
not received.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage
Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction constituting a Deficient
Valuation or any reduction that results in a permanent forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a court of competent jurisdiction of the Mortgaged
Property in an amount less than the then outstanding indebtedness under the Mortgage Loan, or any reduction in the amount of
principal to be paid in connection with any scheduled Monthly Payment that constitutes a permanent forgiveness of principal, which
valuation or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a Qualified Substitute Mortgage Loan.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59 days" or "30 or more days" delinquent when a
payment due on any scheduled due date remains unpaid as of the close of business on the next following monthly scheduled due date;
"60 to 89 days" or "60 or more days" delinquent when a payment due on any scheduled due date remains unpaid as of the close of
business on the second following monthly scheduled due date; and so on. The determination as to whether a Mortgage Loan falls into
these categories is made as of the close of business on the last business day of each month. For example, a Mortgage Loan with a
payment due on July 1 that remained unpaid as of the close of business on August 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and prepared as of the close of business on the last
business day immediately prior to the Cut-off Date.
Depositor: As defined in the preamble hereto.
Depository: The Depository Trust Company, or any successor Depository hereafter named. The nominee of the initial
Depository for purposes of registering those Certificates that are to be Book-Entry Certificates is Cede & Co. The Depository shall
at all times be a "clearing corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York
and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
Depository Participant: A broker, dealer, bank or other financial institution or other Person for whom from time to time a
Depository effects book-entry transfers and pledges of securities deposited with the Depository.
Derivative Contract: Any ISDA Master Agreement, together with the related Schedule and Confirmation, entered into by the
Trustee and a Derivative Counterparty in accordance with Section 4.09.
Derivative Counterparty: Any counterparty to a Derivative Contract as provided in Section 4.09
Destroyed Mortgage Note: A Mortgage Note the original of which was permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or if such 20th day is not a Business Day, the
Business Day immediately following such 20th day) of the month of the related Distribution Date.
Disqualified Organization: Any organization defined as a "disqualified organization" under Section 860E(e)(5) of the Code,
including, if not otherwise included, any of the following: (i) the United States, any State or political subdivision thereof, any
possession of the United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality which is a
corporation if all of its activities are subject to tax and, except for Xxxxxxx Mac, a majority of its board of directors is not
selected by such governmental unit), (ii) a foreign government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers' cooperatives described in Section 521 of the Code) which is
exempt from the tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business
taxable income) and (iv) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code. A Disqualified
Organization also includes any "electing large partnership," as defined in Section 775(a) of the Code and any other Person so
designated by the Trustee based upon an Opinion of Counsel that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause any REMIC or any Person having an Ownership Interest in any Class of Certificates (other than such Person) to incur
a liability for any federal tax imposed under the Code that would not otherwise be imposed but for the Transfer of an Ownership
Interest in a Class R Certificate to such Person. The terms "United States," "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in October 2006 or, if such 25th day is not a Business Day, the
Business Day immediately following such 25th day.
DTC Letter: The Letter of Representations, dated September 27, 2006, among the Trustee on behalf of the Trust Fund, U.S.
Bank National Association, in its individual capacity as agent thereunder and the Depository.
Due Date: With respect to any Distribution Date and any Mortgage Loan, the day during the related Due Period on which the
Monthly Payment is due.
Due Period: With respect to any Distribution Date, the calendar month of such Distribution Date.
Eligible Account: An account that is any of the following: (i) maintained with a depository institution the debt
obligations of which have been rated by each Rating Agency in its highest rating available, or (ii) an account or accounts in a
depository institution in which such accounts are fully insured to the limits established by the FDIC, provided that any deposits not
so insured shall, to the extent acceptable to each Rating Agency, as evidenced in writing, be maintained such that (as evidenced by
an Opinion of Counsel delivered to the Trustee and each Rating Agency) the registered Holders of Certificates have a claim with
respect to the funds in such account or a perfected first security interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository
institution with which such account is maintained, or (iii) in the case of the Custodial Account, a trust account or accounts
maintained in the corporate trust department of U.S. Bank National Association, or (iv) in the case of the Certificate Account, a
trust account or accounts maintained in the corporate trust department of U.S. Bank National Association, or (v) an account or
accounts of a depository institution acceptable to each Rating Agency (as evidenced in writing by each Rating Agency that use of any
such account as the Custodial Account or the Certificate Account will not reduce the rating assigned to any Class of Certificates by
such Rating Agency below the then-current rating assigned to such Certificates by such Rating Agency).
Eligible Master Servicing Compensation: With respect to any Distribution Date and each Loan Group, the lesser of
(a) one-twelfth of 0.125% of the Stated Principal Balance of the related Mortgage Loans immediately preceding such Distribution Date
and (b) the sum of the Servicing Fee and all income and gain on amounts held in the Custodial Account and the Certificate Account and
payable to the Certificateholders with respect to such Distribution Date, in each case with respect to the related Loan Group;
provided that for purposes of this definition the amount of the Servicing Fee will not be reduced pursuant to Section 7.02(a) except
as may be required pursuant to the last sentence of such Section.
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Cash Flow: With respect to any Distribution Date, an amount equal to the sum of (A) the excess of (i) the Available
Distribution Amount for that Distribution Date over (ii) the sum of (a) the Interest Distribution Amount for that Distribution Date
and (b) the lesser of (1) the aggregate Certificate Principal Balance of Class A Certificates and Class M Certificates immediately
prior to such Distribution Date and (2) the Principal Remittance Amount for that Distribution Date to the extent not applied to pay
interest on the Class A Certificates and Class M Certificates on such Distribution Date, (B) the Overcollateralization Reduction
Amount, if any, for that Distribution Date and (C) any Yield Maintenance Agreement Payment received by the Trustee for that
Distribution Date.
Excess Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the
Overcollateralization Amount on such Distribution Date over (b) the Required Overcollateralization Amount for such Distribution Date.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Expense Fee Rate: With respect to any Mortgage Loan as of any date of determination, the sum of the applicable Servicing
Fee Rate and the per annum rate at which the applicable Subservicing Fee accrues.
Xxxxxx Xxx: Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing under the Federal
National Mortgage Association Charter Act, or any successor thereto.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
Final Distribution Date: The Distribution Date on which the final distribution in respect of the Certificates will be made
pursuant to Section 9.01, which Final Distribution Date shall in no event be later than the end of the 90-day liquidation period
described in Section 9.02.
Final Scheduled Distribution Date: Solely for purposes of the face of the Certificates, as follows: with respect to the
Class A-I-1 Certificates, the Distribution Date occurring in May 2030; with respect to the Class A-I-2 the Distribution Date
occurring in April 2035; with respect to the Class A-I-3 the Distribution Date occurring in August 2036; and with respect to the
Class A-I-4 and Class A-II Certificates and each Class of Class M Certificates, the Distribution Date occurring in October 2036. No
event of default under this Agreement will arise or become applicable solely by reason of the failure to retire the entire
Certificate Principal Balance of any Class of Class A Certificates or Class M Certificates on or before its Final Scheduled
Distribution Date.
Fitch: Fitch Ratings, or its successors in interest.
Foreclosure Profits: With respect to any Distribution Date or related Determination Date and any Mortgage Loan, the excess,
if any, of Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom pursuant to
Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO Property for which a Cash Liquidation or REO Disposition occurred in the
related Prepayment Period over the sum of the unpaid principal balance of such Mortgage Loan or REO Property (determined, in the case
of an REO Disposition, in accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage Rate on such unpaid
principal balance from the Due Date to which interest was last paid by the Mortgagor to the first day of the month following the
month in which such Cash Liquidation or REO Disposition occurred.
Form 10-K Certification: As defined in Section 4.03(e).
Xxxxxxx Mac: Xxxxxxx Mac, a corporate instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Group I Basis Risk Shortfall: With respect to any class of Class A-I Certificates and any Distribution Date, an amount
equal to the excess of (x) Accrued Certificate Interest for that class of certificates calculated at a rate (not to exceed 14.000%
per annum) equal to One Month LIBOR plus the related Margin over (y) Accrued Certificate Interest for that class of certificates if
the Pass Through Rate for such Distribution Date is calculated using the Group I Net WAC Cap Rate; plus any unpaid Group I Basis Risk
Shortfall from prior Distribution Dates, plus interest thereon to the extent previously unreimbursed by Excess Cash Flow calculated
at a rate (not to exceed 14.00% per annum) equal to One Month LIBOR plus the related Margin.
Group I Loans: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-1. The Group I
Loans relate to the Class A-I Certificates, Class M Certificates and Class SB Certificates.
Group I Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate equal to the product of (a) the weighted
average of the Net Mortgage Rates of the Mortgage Loans in Loan Group I using the Net Mortgage Rates in effect for the scheduled
payments due on such Mortgage Loans during the related due period, and (b) a fraction expressed as a percentage the numerator of
which is 30 and the denominator of which is the actual number of days in the related Interest Accrual Period.
Group I Principal Distribution Amount: On any Distribution Date, the Class A Principal Distribution Amount for that
Distribution Date multiplied by a fraction, the numerator of which is the portion of the Principal Allocation Amount related to Loan
Group I for that Distribution Date and the denominator of which is the Principal Allocation Amount for all of the Mortgage Loans for
that Distribution Date.
Group I REMIC Net WAC Rate: For any Distribution Date, a per annum rate equal to the product of (i) the weighted average of
the Net Mortgage Rates (or, if applicable, the Modified Net Mortgage Rates) on the Group I Loans using the Net Mortgage Rates in
effect for the Monthly Payments due on such Mortgage Loans during the related Due Period, weighted on the basis of the respective
Stated Principal Balances thereof for such Distribution Date and (ii) a fraction equal to 30 divided by the actual number of days in
the related Interest Accrual Period.
Group II Basis Risk Shortfall: With respect to any class of Class A-II Certificates and any Distribution Date, an amount
equal to the excess of (x) Accrued Certificate Interest for that class of certificates calculated at a rate (not to exceed 14.000%
per annum) equal to One Month LIBOR plus the related Margin over (y) Accrued Certificate Interest for that class of certificates if
the Pass Through Rate for such Distribution Date is calculated using the Group II Net WAC Cap Rate; plus any unpaid Group II Basis
Risk Shortfall from prior Distribution Dates, plus interest thereon to the extent previously unreimbursed by Excess Cash Flow
calculated at a rate (not to exceed 14.00% per annum) equal to One Month LIBOR plus the related Margin.
Group II Loans: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-2. The Group II
Loans relate to the Class A-II Certificates, Class M Certificates and Class SB Certificates.
Group II Net WAC Cap Rate: With respect to any Distribution Date, a per annum rate (which will not be less than zero) equal
to (i) the product of (a) the weighted average of the Net Mortgage Rates of the mortgage loans in Loan Group II using the Net
Mortgage Rates in effect for the scheduled payments due on such Mortgage Loans during the related due period, and (b) a fraction
expressed as a percentage, the numerator of which is 30 and the denominator of which is the actual number of days in the related
Interest Accrual Period.
Group II Principal Distribution Amount: On any Distribution Date, the Class A Principal Distribution Amount for that
Distribution Date multiplied by a fraction, the numerator of which is the portion of the Principal Allocation Amount related to Loan
Group II for that Distribution Date and the denominator of which is the Principal Allocation Amount for all of the Mortgage Loans for
that Distribution Date.
Group II REMIC Net WAC Rate: With respect to any Distribution Date, the Group II Net WAC Cap Rate for such Distribution
Date.
Gross Margin: With respect to each adjustable-rate Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated on the Mortgage Loan Schedule as the "NOTE MARGIN," which percentage is added to the related Index on each
Adjustment Date to determine (subject to rounding in accordance with the related Mortgage Note, the Periodic Cap, the Maximum
Mortgage Rate and the Minimum Mortgage Rate) the interest rate to be borne by such Mortgage Loan until the next Adjustment Date.
HUD: The United States Department of Housing and Urban Development.
Independent: When used with respect to any specified Person, means such a Person who (i) is in fact independent of the
Depositor, the Master Servicer and the Trustee, or any Affiliate thereof, (ii) does not have any direct financial interest or any
material indirect financial interest in the Depositor, the Master Servicer or the Trustee or in an Affiliate thereof, and (iii) is
not connected with the Depositor, the Master Servicer or the Trustee as an officer, employee, promoter, underwriter, trustee,
partner, director or person performing similar functions.
Index: With respect to any adjustable-rate Mortgage Loan and as to any Adjustment Date therefor, the related index as
stated in the related Mortgage Note.
Initial Certificate Principal Balance: With respect to each Class of Certificates (other than the Class R Certificates),
the Certificate Principal Balance of such Class of Certificates as of the Closing Date as set forth in the Preliminary Statement
hereto.
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant to any Primary Insurance Policy or any other
related insurance policy covering a Mortgage Loan, to the extent such proceeds are payable to the mortgagee under the Mortgage, any
Subservicer, the Master Servicer or the Trustee and are not applied to the restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the procedures that the Master Servicer would follow in servicing mortgage loans held for its own
account.
Interest Accrual Period: With respect to the Distribution Date in October 2006, the period commencing the Closing Date and
ending on the day preceding the Distribution Date in October 2006, and with respect to any Distribution Date after the Distribution
Date in October 2006, the period commencing on the Distribution Date in the month immediately preceding the month in which such
Distribution Date occurs and ending on the day preceding such Distribution Date.
Interest Distribution Amount: For any Distribution Date, the amounts payable pursuant to Section 4.02(c)(i) and (ii).
Interim Certification: As defined in Section 2.02.
Late Collections: With respect to any Mortgage Loan, all amounts received during any Due Period, whether as late payments
of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of
Monthly Payments due but delinquent for a previous Due Period and not previously recovered.
LIBOR: With respect to any Distribution Date, the arithmetic mean of the London interbank offered rate quotations for
one-month U.S. Dollar deposits, expressed on a per annum basis, determined in accordance with Section 1.02.
LIBOR Business Day: Any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in London,
England are required or authorized by law to be closed.
LIBOR Certificates: Collectively, the Class A Certificates and Class M Certificates.
LIBOR Rate Adjustment Date: With respect to each Distribution Date, the second LIBOR Business Day immediately preceding the
commencement of the related Interest Accrual Period.
Limited Repurchase Right Holder: RFC Asset Holdings II, Inc., or its successor.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by the Master Servicer in connection with the taking
of an entire Mortgaged Property by exercise of the power of eminent domain or condemnation or in connection with the liquidation of a
defaulted Mortgage Loan through trustee's sale, foreclosure sale or otherwise, other than REO Proceeds and Subsequent Recoveries.
Loan Group I: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-1.
Loan Group II: The Mortgage Loans designated on the Mortgage Loan Schedule attached hereto as Exhibit F-2.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a percentage, the numerator of which is the current
principal balance of the related Mortgage Loan at the date of determination and the denominator of which is the Appraised Value of
the related Mortgaged Property.
Margin: The Class A-I-1 Margin, Class A-I-2 Margin, Class A-I-3 Margin, Class A-I-4 Margin, Class A-II Margin, Class M-1
Margin, Class M-2 Margin, Class M-3 Margin, Class M-4 Margin, Class M-5 Margin, Class M-6 Margin, Class M-7 Margin, Class M-8 Margin
or Class M-9 Margin, as applicable.
Marker Rate: With respect to the Class SB Certificates or the SB-IO REMIC III Regular Interest and any Distribution Date,
in relation to the REMIC II Regular Interests LT1, LT2, LT3, LT4 and LT-Y1, a per annum rate equal to two (2) times the weighted
average of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interest LT2 and REMIC II Regular Interest LT3. With
respect to the Class SB Certificates or the SB-IO REMIC III Regular Interest and any Distribution Date, in relation to the REMIC II
Regular Interests LT5, LT6, LT7, LT8 and LT-Y2, a per annum rate equal to two (2) times the weighted average of the Uncertificated
REMIC II Pass-Through Rates for REMIC II Regular Interest LT6 and REMIC II Regular Interest LT7.
Master Servicer: As defined in the preamble hereto.
Maturity Date: With respect to each Class of Certificates representing ownership of REMIC I, REMIC II or REMIC III Regular
Interests or Uncertificated Regular Interests issued by each of REMIC I, REMIC II and REMIC III the latest possible maturity date,
solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, by which the Certificate Principal Balance of each
such Class of Certificates representing a regular interest in the Trust Fund would be reduced to zero, which is, for each such
regular interest, October 25, 2036, which is the Distribution Date occurring in the month following the last scheduled monthly
payment of the Mortgage Loans.
Maximum Mortgage Rate: With respect to any adjustable-rate Mortgage Loan, the per annum rate indicated on the Mortgage Loan
Schedule as the "NOTE CEILING," which rate is the maximum interest rate that may be applicable to such Mortgage Loan at any time
during the life of such Mortgage Loan.
Maximum Net Mortgage Rate: With respect to any adjustable-rate Mortgage Loan and any date of determination, the Maximum
Mortgage Rate minus the Expense Fee Rate. With respect to any fixed-rate Mortgage Loan and any date of determination, the Net
Mortgage Rate.
MERS: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of
Delaware, or any successor thereto.
MERS(R)System: The system of recording transfers of Mortgages electronically maintained by MERS.
MIN: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS(R)System.
Minimum Mortgage Rate: With respect to any adjustable-rate Mortgage Loan, a per annum rate equal to the greater of (i) the
Note Margin and (ii) the rate indicated on the Mortgage Loan Schedule as the "NOTE FLOOR," which rate may be applicable to such
Mortgage Loan at any time during the life of such Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a Servicing Modification.
Modified Net Mortgage Rate: With respect to any Mortgage Loan that is the subject of a Servicing Modification, the Net
Mortgage Rate minus the rate per annum by which the Mortgage Rate on such Mortgage Loan was reduced.
MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the
originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
Monthly Payment: With respect to any Mortgage Loan (including any REO Property) and the Due Date in any Due Period, the
payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring prior to such Due Date but before any adjustment to such
amortization schedule by reason of any bankruptcy, other than a Deficient Valuation, or similar proceeding or any moratorium or
similar waiver or grace period and before any Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Xxxxx'x Investors Service, Inc., or its successors in interest.
Mortgage: With respect to each Mortgage Note, the mortgage, deed of trust or other comparable instrument creating a first
or junior lien on an estate in fee simple or leasehold interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional
documents required to be added to the Mortgage File pursuant to this Agreement.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 as from time to
time are held or deemed to be held as a part of the Trust Fund, the Mortgage Loans originally so held being identified in the initial
Mortgage Loan Schedule, and Qualified Substitute Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, each related Mortgage Note, Mortgage and Mortgage File and all rights appertaining thereto.
Mortgage Loan Schedule: The lists of the Mortgage Loans attached hereto as Exhibit F-1 and Exhibit F-2 (as amended from
time to time to reflect the addition of Qualified Substitute Mortgage Loans), which lists shall set forth at a minimum the following
information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) [reserved];
(iii) the maturity of the Mortgage Note ("MATURITY DATE," or "MATURITY DT");
(iv) for the adjustable-rate Mortgage Loans, the Mortgage Rate as of origination ("ORIG RATE");
(v) the Mortgage Rate as of the Cut-off Date ("CURR RATE");
(vi) the Net Mortgage Rate as of the Cut-off Date ("CURR NET");
(vii) the scheduled monthly payment of principal, if any, and interest as of the Cut-off Date ("ORIGINAL P & I" or "CURRENT P &
I");
(viii) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(ix) the Loan-to-Value Ratio at origination ("LTV");
(x) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating that the Mortgage Loan is secured by a second or vacation
residence (the absence of any such code means the Mortgage Loan is secured by a primary residence);
(xi) a code "N" under the column "OCCP CODE," indicating that the Mortgage Loan is secured by a non-owner occupied residence (the
absence of any such code means the Mortgage Loan is secured by an owner occupied residence);
(xii) for the adjustable-rate Mortgage Loans, the Maximum Mortgage Rate ("NOTE CEILING");
(xiii) for the adjustable-rate Mortgage Loans, the maximum Net Mortgage Rate ("NET CEILING");
(xiv) for the adjustable-rate Mortgage Loans, the Note Margin ("NOTE MARGIN");
(xv) for the adjustable-rate Mortgage Loans, the first Adjustment Date after the Cut-off Date ("NXT INT CHG DT");
(xvi) for the adjustable-rate Mortgage Loans, the Periodic Cap ("PERIODIC DECR" or "PERIODIC INCR");
(xvii) [reserved]; and
(xviii) for the adjustable-rate Mortgage Loans, the rounding of the semi-annual or annual adjustment to the Mortgage Rate ("NOTE
METHOD").
Such schedules may consist of multiple reports that collectively set forth all of the information required.
Mortgage Note: The originally executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor
under a Mortgage Loan, together with any modification thereto.
Mortgage Rate: With respect to any Mortgage Loan, the interest rate borne by the related Mortgage Note, or any modification
thereto other than a Servicing Modification. The Mortgage Rate on the adjustable-rate Mortgage Loans will adjust on each Adjustment
Date to equal the sum (rounded to the nearest multiple of one-eighth of one percent (0.125%) or up to the nearest one-eighth of one
percent, which are indicated by a "U" on the Mortgage Loan Schedule, except in the case of the adjustable-rate Mortgage Loans
indicated by an "X" on the Mortgage Loan Schedule under the heading "NOTE METHOD"), of the related Index plus the Note Margin, in
each case subject to the applicable Periodic Cap, Maximum Mortgage Rate and Minimum Mortgage Rate.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: With respect to any Mortgage Loan as of any date of determination, a per annum rate equal to the
Mortgage Rate for such Mortgage Loan as of such date minus the related Expense Fee Rate.
Net WAC Cap Rate: The Group I Net WAC Cap Rate, Group II Net WAC Cap Rate or Class M Net WAC Cap Rate, as applicable.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made by the Master Servicer or Subservicer in respect
of a Mortgage Loan (other than a Deleted Mortgage Loan) which, in the good faith judgment of the Master Servicer, will not, or, in
the case of a proposed Advance, would not, be ultimately recoverable by the Master Servicer from related Late Collections, Insurance
Proceeds, Liquidation Proceeds or REO Proceeds. To the extent that any Mortgagor is not obligated under the related Mortgage
documents to pay or reimburse any portion of any Servicing Advances that are outstanding with respect to the related Mortgage Loan as
a result of a modification of such Mortgage Loan by the Master Servicer, which forgives amounts which the Master Servicer or
Subservicer had previously advanced, and the Master Servicer determines that no other source of payment or reimbursement for such
advances is available to it, such Servicing Advances shall be deemed to be Nonrecoverable Advances. The determination by the Master
Servicer that it has made a Nonrecoverable Advance shall be evidenced by a certificate of a Servicing Officer, Responsible Officer or
Vice President or its equivalent or senior officer of the Master Servicer, delivered to the Depositor, the Trustee, and the Master
Servicer setting forth such determination, which shall include any other information or reports obtained by the Master Servicer such
as property operating statements, rent rolls, property inspection reports and engineering reports, which may support such
determinations. Notwithstanding the above, the Trustee shall be entitled to rely upon any determination by the Master Servicer that
any Advance previously made is a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is not subject to a Subservicing
Agreement.
Note Margin: With respect to each adjustable-rate Mortgage Loan, the fixed percentage set forth in the related Mortgage
Note and indicated on the Mortgage Loan Schedule as the "NOTE MARGIN," which percentage is added to the Index on each Adjustment Date
to determine (subject to rounding in accordance with the related Mortgage Note, the Periodic Cap, the Maximum Mortgage Rate and the
Minimum Mortgage Rate) the interest rate to be borne by such adjustable-rate Mortgage Loan until the next Adjustment Date.
Notional Amount: With respect to the Class SB Certificates or the REMIC II Regular Interest SB-IO, immediately prior to any
Distribution Date, the aggregate of the Uncertificated Principal Balances of the REMIC I Regular Interests.
Officers' Certificate: A certificate signed by the Chairman of the Board, the President, a Vice President, Assistant Vice
President, Director, Managing Director, the Treasurer, the Secretary, an Assistant Treasurer or an Assistant Secretary of the
Depositor or the Master Servicer, as the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee and the Master Servicer and which counsel may be
counsel for the Depositor or the Master Servicer, provided that any Opinion of Counsel (i) referred to in the definition of
"Disqualified Organization" or (ii) relating to the qualification of any REMIC hereunder as a REMIC or compliance with the REMIC
Provisions must, unless otherwise specified, be an opinion of Independent counsel.
Optional Termination Date: Any Distribution Date on or after which the Stated Principal Balance (after giving effect to
distributions to be made on such Distribution Date) of the Mortgage Loans is less than 10.00% of the Cut-off Date Balance.
Outstanding Mortgage Loan: With respect to the Due Date in any Due Period, a Mortgage Loan (including an REO Property) that
was not the subject of a Principal Prepayment in Full, Cash Liquidation or REO Disposition and that was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or 4.07.
Overcollateralization Amount: With respect to any Distribution Date, the excess, if any, of (a) the aggregate Stated
Principal Balance of the Mortgage Loans before giving effect to distributions of principal to be made on such Distribution Date over
(b) the aggregate Certificate Principal Balance of the Class A Certificates and Class M Certificates immediately prior to such date.
Overcollateralization Floor: An amount equal to the product of 0.50% and the Cut-off Date Balance.
Overcollateralization Increase Amount: With respect to any Distribution Date, the lesser of (a) Excess Cash Flow for that
Distribution Date (to the extent not used to cover the amounts described in clauses (iv) and (v) of the definition of Principal
Distribution Amount as of such Distribution Date) and (b) the excess of (1) the Required Overcollateralization Amount for such
Distribution Date over (2) the Overcollateralization Amount for such Distribution Date.
Overcollateralization Reduction Amount: With respect to any Distribution Date on which the Excess Overcollateralization
Amount is, after taking into account all other distributions to be made on such Distribution Date, greater than zero, the
Overcollateralization Reduction Amount shall be equal to the lesser of (i) the Excess Overcollateralization Amount for that
Distribution Date and (ii) the Principal Remittance Amount on such Distribution Date.
Ownership Interest: With respect to any Certificate, any ownership or security interest in such Certificate, including any
interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial,
as owner or as pledgee.
Pass-Through Rate: With respect to each Class of Class A Certificates and Class M Certificates and any Distribution Date,
the least of (i) a per annum rate equal to LIBOR plus the related Margin for such Distribution Date, (ii) 14.000% per annum and (iii)
the Net WAC Cap Rate for such Distribution Date.
With respect to the Class SB Certificates and any Distribution Date or the REMIC III Regular Interest SB-IO, a per annum
rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amounts calculated pursuant to
clauses (i) through (viii) below, and the denominator of which is the aggregate principal balance of the REMIC II Regular Interests.
For purposes of calculating the Pass-Through Rate for the Class SB Certificates or the SB-IO REMIC III Regular Interest, the
numerator is equal to the sum of the following components:
(i) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT1 minus the related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT1;
(ii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT2 minus the related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT2;
(iii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT4 minus twice the related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT4;
(iv) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT5 minus the related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT5;
(v) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT6 minus the related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT6;
(vi) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT8 minus twice the related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT8;
(vii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT Y1 minus the related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT-Y1; and
(viii) the Uncertificated Pass-Through Rate for REMIC II Regular Interest LT Y2 minus the related Marker Rate,
applied to a notional amount equal to the Uncertificated Principal Balance of REMIC II Regular Interest LT-Y2.
Paying Agent: U.S. Bank National Association or any successor Paying Agent appointed by the Trustee.
Percentage Interest: With respect to any Class A Certificate or Class M Certificate, the undivided percentage ownership
interest in the related Class evidenced by such Certificate, which percentage ownership interest shall be equal to the Initial
Certificate Principal Balance thereof divided by the aggregate Initial Certificate Principal Balance of all of the Certificates of
the same Class. The Percentage Interest with respect to a Class SB Certificate or Class R Certificate shall be stated on the face
thereof.
Periodic Cap: With respect to each adjustable-rate Mortgage Loan, the periodic rate cap that limits the increase or the
decrease of the related Mortgage Rate on any Adjustment Date pursuant to the terms of the related Mortgage Note.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality
thereof when such obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations
are at the time rated by each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers' acceptances (which shall each
have an original maturity of not more than 90 days and, in the case of bankers' acceptances, shall in no event have
an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States
or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that
the debt obligations of such depository institution or trust company at the date of acquisition thereof have been
rated by each Rating Agency in its highest short-term rating available; and, provided further that, if the original
maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company
shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor's if
Standard & Poor's is a Rating Agency;
(iv) commercial paper and demand notes (having original maturities of not more than 365 days) of any corporation
incorporated under the laws of the United States or any state thereof which on the date of acquisition has been
rated by each Rating Agency in its highest short term rating available; provided that such commercial paper and
demand notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each Rating Agency in its highest long-term rating
available (which may be managed by the Trustee or one of its Affiliates); and
(vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted Investment hereunder and
will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the then-current rating
assigned to such Certificates by such Rating Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest
payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from
obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying obligations. References herein to the highest rating
available on unsecured long-term debt shall mean AAA in the case of Standard & Poor's and Aaa in the case of Moody's, and for
purposes of this Agreement, any references herein to the highest rating available on unsecured commercial paper and short-term debt
obligations shall mean the following: A-1 in the case of Standard & Poor's and P-1 in the case of Moody's; provided, however, that
any Permitted Investment that is a short-term debt obligation rated A-1 by Standard & Poor's must satisfy the following additional
conditions: (i) the total amount of debt from A-1 issuers must be limited to the investment of monthly principal and interest
payments (assuming fully amortizing collateral); (ii) the total amount of A-1 investments must not represent more than 20% of the
aggregate outstanding Certificate Principal Balance of the Certificates and each investment must not mature beyond 30 days; (iii) the
terms of the debt must have a predetermined fixed dollar amount of principal due at maturity that cannot vary; and (iv) if the
investments may be liquidated prior to their maturity or are being relied on to meet a certain yield, interest must be tied to a
single interest rate index plus a single fixed spread (if any) and must move proportionately with that index. Any Permitted
Investment may be purchased by or through the Trustee or its Affiliates.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a Disqualified Organization or Non-United States
Person.
Person: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organization or government or any agency or political subdivision thereof.
Prepayment Assumption: With respect to the Class A Certificates and Class M Certificates, the prepayment assumption to be
used for determining the accrual of original issue discount and premium and market discount on such Certificates for federal income
tax purposes, which (a) with respect to the fixed-rate Mortgage Loans, assumes a constant prepayment rate of one-tenth of 23% per
annum of the then outstanding Stated Principal Balance of the fixed-rate Mortgage Loans in the first month of the life of such
Mortgage Loans and an additional one-tenth of 23% per annum in each month thereafter until the tenth month, and beginning in the
tenth month and in each month thereafter during the life of the fixed-rate Mortgage Loans, a constant prepayment rate of 23% per
annum each month ("23% HEP") and (b) with respect to the adjustable-rate Mortgage Loans assumes a prepayment assumption of 2% of the
constant prepayment rate in month one, increasing by approximately 2.545% from month 2 until month 12, a constant prepayment rate of
30% from month 12 to month 22, a constant prepayment rate of 50% from month 23 to month 27, and a constant prepayment rate of 35%
thereafter, used for determining the accrual of original issue discount and premium and market discount on the Class A Certificates
and Class M Certificates for federal income tax purposes. The constant prepayment rate assumes that the stated percentage of the
outstanding Stated Principal Balance of the adjustable-rate Mortgage Loans is prepaid over the course of a year.
Prepayment Interest Shortfall: With respect to any Distribution Date and any Mortgage Loan (other than a Mortgage Loan
relating to an REO Property) that was the subject of (a) a Principal Prepayment in Full during the related Prepayment Period, an
amount equal to the excess of one month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of interest (adjusted to the related
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment during the prior calendar month, an amount equal to one
month's interest at the related Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the
amount of such Curtailment.
Prepayment Period: With respect to any Distribution Date, the calendar month preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty insurance as indicated by a numeric code on the Mortgage
Loan Schedule with the exception of code "A23," "A34" or "A96" under the column "MI CO CODE."
Principal Allocation Amount: With respect to any Distribution Date, the sum of (a) the Principal Remittance Amount for that
Distribution Date, (b) any Realized Losses covered by amounts included in clause (iv) of the definition of Principal Distribution
Amount and (c) the aggregate amount of the principal portion of Realized Losses on the Mortgage Loans in the calendar month preceding
that Distribution Date, to the extent covered by Excess Cash Flow included in clause (v) of the definition of Principal Distribution
Amount; provided, however, that on any Distribution Date on which there is (i) insufficient Subsequent Recoveries to cover all unpaid
Realized Losses on the Mortgage Loans described in clause (b) above, in determining the Group I Principal Distribution Amount and the
Group II Principal Distribution Amount, Subsequent Recoveries will be allocated to the Class A-I Certificates and Class A-II
Certificates, pro rata, based on the principal portion of unpaid Realized Losses from prior Distribution Dates on the Group I Loans
and Group II Loans, respectively, and (ii) insufficient Excess Cash Flow to cover all Realized Losses on the Mortgage Loans described
in clause (c) above, in determining the Group I Principal Distribution Amount and the Group II Principal Distribution Amount, the
Excess Cash Flow remaining after the allocation described in clause (b) above or (i) of this proviso, as applicable, will be
allocated to the Class A-I Certificates and Class A-II Certificates, pro rata, based on the principal portion of Realized Losses
incurred during the calendar month preceding that Distribution Date on the Group I Loans and Group II Loans, respectively.
Principal Distribution Amount: With respect to any Distribution Date, the lesser of (a) the excess of (x) the sum of (A)
the Available Distribution Amount and (B) with respect to clauses (b)(v) and (vi) below, the Yield Maintenance Agreement Payment for
that Distribution Date, over (y) the Interest Distribution Amount, and (b) the sum of:
(i) the principal portion of each Monthly Payment received or Advanced with respect to the related Due Period on each
Outstanding Mortgage Loan;
(ii) the Stated Principal Balance of any Mortgage Loan repurchased during the related Prepayment Period (or deemed to have been
so repurchased in accordance with Section 3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of any
shortfall deposited in the Custodial Account in connection with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period;
(iii) the principal portion of all other unscheduled collections, other than Subsequent Recoveries, on the Mortgage Loans
(including, without limitation, Principal Prepayments in Full, Curtailments, Insurance Proceeds, Liquidation Proceeds
and REO Proceeds) received during the related Prepayment Period (or deemed to have been so received) to the extent
applied by the Master Servicer as recoveries of principal of the Mortgage Loans pursuant to Section 3.14;
(iv) the lesser of (1) Subsequent Recoveries for such Distribution Date and (2) the principal portion of any Realized Losses
allocated to any Class of Certificates on a prior Distribution Date and remaining unpaid;
(v) the lesser of (1) the Excess Cash Flow for such Distribution Date (to the extent not used pursuant to clause (iv) of this
definition on such Distribution Date) and (2) the principal portion of any Realized Losses incurred (or deemed to have
been incurred) on any Mortgage Loans in the calendar month preceding such Distribution Date; and
(vi) the lesser of (1) the Excess Cash Flow for that Distribution Date (to the extent not used pursuant to clauses (iv) and
(v) of this definition on such Distribution Date) and (2) the Overcollateralization Increase Amount for such
Distribution Date;
minus
(vii) (A) the amount of any Overcollateralization Reduction Amount for such Distribution Date and (B) the amount of any
Capitalization Reimbursement Amount for such Distribution Date.
Principal Prepayment: Any payment of principal or other recovery on a Mortgage Loan, including a recovery that takes the
form of Liquidation Proceeds or Insurance Proceeds, which is received in advance of its scheduled Due Date and is not accompanied by
an amount as to interest representing scheduled interest on such payment due on any date or dates in any month or months subsequent
to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor of the entire principal balance of a Mortgage
Loan.
Principal Remittance Amount: With respect to any Distribution Date, all amounts described in clauses (b)(i) through (iii)
of the definition of Principal Distribution Amount for that Distribution Date.
Program Guide: The AlterNet Seller Guide as incorporated into the Residential Funding Seller Guide for mortgage collateral
sellers that participate in Residential Funding's AlterNet Mortgage Program, and Residential Funding's Servicing Guide and any other
subservicing arrangements which Residential Funding has arranged to accommodate the servicing of the Mortgage Loans and in each case
all supplements and amendments thereto published by Residential Funding.
Purchase Price: With respect to any Mortgage Loan (or REO Property) required to be or otherwise purchased on any date
pursuant to Section 2.02, 2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof plus the
principal portion of any related unreimbursed Advances and (ii) unpaid accrued interest at either (a) the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee is calculated,
or (b) in the case of a purchase made by the Master Servicer, at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of
a Modified Mortgage Loan), in each case on the Stated Principal Balance thereof to the first day of the month following the month of
purchase from the Due Date to which interest was last paid by the Mortgagor. With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 4.08, an amount equal to the greater of (i) the sum of (a) 100%
of the Stated Principal Balance thereof plus the principal portion of any related unreimbursed Advances of such Mortgage Loan (or REO
Property) and (b) unpaid accrued interest at either (1) the Adjusted Mortgage Rate (or Modified Net Mortgage Rate in the case of a
Modified Mortgage Loan) plus the rate per annum at which the Servicing Fee is calculated, or (2) in the case of a purchase made by
the Master Servicer, at the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), in each case
on the Stated Principal Balance thereof to the first day of the month following the month of purchase from the Due Date to which
interest was last paid by the Mortgagor, and (ii) the fair market value of such Mortgage Loan (or REO Property).
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by Residential Funding or the Depositor for a Deleted
Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers' Certificate delivered to the Trustee, (i)
have an outstanding principal balance, after deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate outstanding
principal balance, after such deduction), not in excess of the Stated Principal Balance of the Deleted Mortgage Loan (the amount of
any shortfall to be deposited by Residential Funding, in the Custodial Account in the month of substitution); (ii) have a Mortgage
Rate and a Net Mortgage Rate no lower than and not more than 1% per annum higher than the Mortgage Rate and Net Mortgage Rate,
respectively, of the Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value Ratio at the time of
substitution no higher than that of the Deleted Mortgage Loan at the time of substitution; (iv) have a remaining term to stated
maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan; (v) comply with each
representation and warranty set forth in Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement, (other than the
representations and warranties set forth therein with respect to the number of loans (including the related percentage) in excess of
zero which meet or do not meet a specified criteria); (vi) not be 30 days or more Delinquent; (vii) not be subject to the
requirements of HOEPA (as defined in the Assignment Agreement); (viii) have a policy of title insurance, in the form and amount that
is in material compliance with the Program Guide, that was effective as of the closing of such Mortgage Loan, is valid and binding,
and remains in full force and effect, unless the Mortgage Property is located in the State of Iowa where an attorney's certificate
has been provided as described in the Program Guide; (ix) if the Deleted Loan is not a Balloon Loan, not be a Balloon Loan; (x) with
respect to adjustable rate Mortgage Loans, have a Mortgage Rate that adjusts with the same frequency and based upon the same Index as
that of the Deleted Mortgage Loan; (xi) with respect to adjustable rate Mortgage Loans, have a Note Margin not less than that of the
Deleted Mortgage Loan; (xii) with respect to adjustable rate Mortgage Loans, have a Periodic Rate Cap that is equal to that of the
Deleted Mortgage Loan; (xiii) with respect to adjustable rate Mortgage Loans, have a next Adjustment Date no later than that of the
Deleted Mortgage Loan, and (xiv) be secured by a lien with the same lien priority as the Deleted Loan.
Rating Agency: Each of Standard & Poor's and Xxxxx'x. If any agency or a successor is no longer in existence, "Rating
Agency" shall be such statistical credit rating agency, or other comparable Person, designated by the Depositor, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to which a Cash Liquidation or REO Disposition has
occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or REO Property) as of the
date of Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up to the last day of the month in which the Cash
Liquidation (or REO Disposition) occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property) outstanding during
each Due Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month in which
such Cash Liquidation (or REO Disposition) occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or any Subservicer with respect to
related Advances, Servicing Advances or other expenses as to which the Master Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed. With respect to each Mortgage Loan which is the subject of a Servicing
Modification, (a) (1) the amount by which the interest portion of a Monthly Payment or the principal balance of such Mortgage Loan
was reduced or (2) the sum of any other amounts owing under the Mortgage Loan that were forgiven and that constitute Servicing
Advances that are reimbursable to the Master Servicer or a Subservicer, and (b) any such amount with respect to a Monthly Payment
that was or would have been due in the month immediately following the month in which a Principal Prepayment or the Purchase Price of
such Mortgage Loan is received or is deemed to have been received. With respect to each Mortgage Loan which has become the subject
of a Deficient Valuation, the difference between the principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect to each
Mortgage Loan which has become the object of a Debt Service Reduction, the amount of such Debt Service Reduction. Notwithstanding
the above, neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is diligently pursuing any remedies that may exist in
connection with the representations and warranties made regarding the related Mortgage Loan and either (A) the related Mortgage Loan
is not in default with regard to payments due thereunder or (B) delinquent payments of principal and interest under the related
Mortgage Loan and any premiums on any applicable primary hazard insurance policy and any related escrow payments in respect of such
Mortgage Loan are being advanced on a current basis by the Master Servicer or a Subservicer, in either case without giving effect to
any Debt Service Reduction.
Realized Losses allocated to the Class SB Certificates shall be allocated first to the REMIC III Regular Interest SB-IO in
reduction of the accrued but unpaid interest thereon until such accrued and unpaid interest shall have been reduced to zero and then
to the REMIC III Regular Interest SB-PO in reduction of the Principal Balance thereof.
To the extent the Master Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the
Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to reduce the Certificate
Principal Balance of any Class of Certificates on any Distribution Date.
Record Date: With respect to each Distribution Date and the LIBOR Certificates, the Business Day immediately preceding such
Distribution Date. With respect to each Distribution Date and the Certificates (other than the LIBOR Certificates), the close of
business on the last Business Day of the month next preceding the month in which the related Distribution Date occurs, except in the
case of the first Record Date which shall be the Closing Date.
Reference Bank Rate: As defined in Section 1.02.
Regular Certificates: The Class A Certificates, Class M Certificates and Class SB Certificates.
Regulation AB: Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.ss.ss.229.1100-229.1123, as such may be
amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the
adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (January 7, 2005)) or by the
staff of the Commission, or as may be provided by the Commission or its staff from time to time.
Relief Act: The Servicemembers Civil Relief Act, formerly known as the Soldiers' and Sailors' Civil Relief Act of 1940.
Relief Act Shortfalls: Interest shortfalls on the Mortgage Loans resulting from the Relief Act or similar legislation or
regulations.
REMIC: A "real estate mortgage investment conduit" within the meaning of Section 860D of the Code. As used herein, the
term "REMIC" shall mean REMIC I, REMIC II or REMIC III.
REMIC Administrator: Residential Funding Corporation. If Residential Funding Corporation is found by a court of competent
jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or
Trustee acting as successor Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC
Administrator obligations under this Agreement.
REMIC I: The segregated pool of assets subject hereto, constituting a portion of the primary trust created hereby and to be
administered hereunder, exclusive of the Yield Maintenance Agreement, which is not an asset of any REMIC, with respect to which a
separate REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files;
(ii) all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date (other than
Monthly Payments due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate
Account and identified as belonging to the Trust Fund;
(iii) property which secured a Mortgage Loan and which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of foreclosure;
(iv) the hazard insurance policies and Primary Insurance Policies pertaining to the Mortgage Loans, if any; and
(v) all proceeds of clauses (i) through (iv) above.
REMIC I Available Distribution Amount: The Available Distribution Amount.
REMIC I Distribution Amount: For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to
the REMIC I Regular Interests and Component I of the Class R Certificates in the following amounts and priority:
(a) To the extent of the portion of the REMIC I Available Distribution Amount related to Loan Group I:
(i) first, to REMIC I Y-1 and REMIC I Z-1 Regular Interests, concurrently, the Uncertificated Accrued Interest
for such Regular Interests remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such
unpaid amounts;
(ii) second, to the REMIC I Y-1 and REMIC I Z-1 Regular Interests, concurrently, the Uncertificated Accrued
Interest for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Accrued Interest;
and
(iii) third, to the REMIC I Y-1 and REMIC I Z-1 Regular Interests, the REMIC I Y-1 Principal Distribution Amount
and the REMIC I Z-1 Principal Distribution Amount, respectively.
(b) To the extent of the portion of the REMIC I Available Distribution Amount related to Loan Group II:
(i) first, to the REMIC I Y-2 and REMIC I Z-2 Regular Interests, concurrently, the Uncertificated Accrued
Interest for such Classes remaining unpaid from previous Distribution Dates, pro rata according to their respective shares of such
unpaid amounts;
(ii) second, to the REMIC I Y-2 and REMIC I Z-2 Regular Interests, concurrently, the Uncertificated Accrued
Interest for such Classes for the current Distribution Date, pro rata according to their respective Uncertificated Accrued Interest;
and
(iii) third, to the REMIC I Y-2 and REMIC I Z-2 Regular Interests, the REMIC I Y-2 Principal Distribution Amount
and the REMIC I Z-2 Principal Distribution Amount, respectively.
(c) To the extent of the REMIC I Available Distribution Amounts for Group I and Group II for such Distribution Date
remaining after payment of the amounts pursuant to paragraphs (a) and (b) of this definition of "REMIC I Distribution Amount:"
(i) first, to each Class of REMIC I Y and REMIC I Z Regular Interests, pro rata according to the amount of
unreimbursed Realized Losses allocable to principal previously allocated to each such Regular Interest, the aggregate amount of any
distributions to the Certificates as reimbursement of such Realized Losses on such Distribution Date pursuant to clause (xiii) in
Section 4.02(c); provided, however, that any amounts distributed pursuant to this paragraph (c)(i) of this definition of "REMIC I
Distribution Amount" shall not cause a reduction in the Uncertificated Principal Balances of any of the REMIC I Y and REMIC I Z
Regular Interests; and
(ii) second, to Component I of the Class R Certificates, any remaining amount.
REMIC I Interests: The REMIC I Regular Interests and the Class R I Certificates.
REMIC I Y Principal Reduction Amounts: For any Distribution Date the amounts by which the Uncertificated Principal Balances
of the REMIC I Y-1 Regular Interest and REMIC I Y-2 Regular Interest respectively will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as follows:
First, for each of Loan Group I and Loan Group II determine the related Group REMIC Net WAC Cap Rate for distributions of
interest that will be made on the next succeeding Distribution Date (the "Group Interest Rate"). The REMIC I Principal Reduction
Amount for each of the REMIC I Y Regular Interests will be determined pursuant to the "Generic solution for the REMIC I Y Regular
Interests" set forth below (the "Generic Solution") by making the following identifications among the Loan Groups and their related
REMIC I Y Regular Interests and REMIC I Z Regular Interests:
A. Determine which Loan Group has the lower Group REMIC Net WAC Cap Rate. That Loan Group will be identified
with Loan Group AA and the REMIC I Y Regular Interests and REMIC I Z Regular Interests related to that Loan Group will be
respectively identified with the REMIC I YAA and REMIC I ZAA Regular Interests. The Group Interest Rate for that Loan Group will be
identified with J%. If the two Loan Groups have the same Group Interest Rate pick one for this purpose, subject to the restriction
that each Loan Group may be picked only once in the course of any such selections pursuant to paragraphs A and B of this definition.
B. Determine which Loan Group has the higher Group REMIC Net WAC Cap Rate. That Loan Group will be identified
with Loan Group BB and the REMIC I Y Regular Interests and REMIC I Z Regular Interests related to that Group will be respectively
identified with the REMIC I YBB and REMIC I ZBB Regular Interests. The Group Interest Rate for that Loan Group will be identified
with K%. If the two Loan Groups have the same Group Interest Rate the Loan Group not selected pursuant to paragraph A, above, will
be selected for purposes of this paragraph B.
Second, apply the Generic Solution set forth below to determine the REMIC I Y Principal Reduction Amounts for the
Distribution Date using the identifications made above.
GENERIC SOLUTION FOR THE REMIC I Y PRINCIPAL REDUCTION AMOUNTS: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of REMIC I YAA and REMIC I ZAA Regular Interests respectively will be reduced on such Distribution
Date by the allocation of Realized Losses and the distribution of principal, determined as follows:
J% and K% represent the interest rates on Loan Group AA and Loan Group BB respectively. J% less than K%.
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
PJB = the Loan Group AA Subordinate Balance after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
PKB = the Loan Group BB Subordinate Balance after the allocation of Realized Losses and distributions of
principal on such Distribution Date.
R = the Class CB Pass Through Rate = (J%PJB + K%PKB)/(PJB + PKB)
Yj = the REMIC I YAA Principal Balance after distributions on the prior Distribution Date.
Yk = the REMIC I YBB Principal Balance after distributions on the prior Distribution Date.
(DELTA)Yj = the REMIC I YAA Principal Reduction Amount.
(DELTA)Yk = the REMIC I YBB Principal Reduction Amount.
Zj = the REMIC I ZAA Principal Balance after distributions on the prior Distribution Date.
Zk = the REMIC I ZBB Principal Balance after distributions on the prior Distribution Date.
(DELTA)Zj = the REMIC I ZAA Principal Reduction Amount.
= (DELTA)Pj - (DELTA)Yj
(DELTA)Zk = the REMIC I ZBB Principal Reduction Amount.
= (DELTA)Pk - (DELTA)Yk
Pj = the aggregate Uncertificated Principal Balance of the REMIC I YAA and REMIC I ZAA Regular Interests after
distributions on the prior Distribution Date, which is equal to the aggregate principal balance of the Group AA Loans.
Pk = the aggregate Uncertificated Principal Balance of the REMIC I YBB and REMIC I ZBB Regular Interests after
distributions on the prior Distribution Date, which is equal to the aggregate principal balance of the Loan Group BB Mortgage Loans.
(DELTA)Pj = the aggregate principal reduction resulting on such Distribution Date on the Loan Group AA
Mortgage Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (c)(i) or (c)(ii) of
the definition of REMIC I Distribution Amount) to be made and Realized Losses to be allocated on such Distribution Date, if
applicable, which is equal to the aggregate of the REMIC I YAA and REMIC I ZAA Principal Reduction Amounts.
(DELTA)Pk= the aggregate principal reduction resulting on such Distribution Date on the Loan Group BB
Mortgage Loans as a result of principal distributions (exclusive of any amounts distributed pursuant to clauses (c)(i) or (c)(ii) of
the definition of REMIC I Distribution Amount) to be made and realized losses to be allocated on such Distribution Date, which is
equal to the aggregate of the REMIC I YBB and REMIC I ZBB Principal Reduction Amounts.
(alpha) = .0005
(gamma) = (R - J%)/(K% - R). (gamma) is a non-negative number unless its denominator is zero, in which
event it is undefined.
If (gamma) is zero, (DELTA)Yk = Yk and (DELTA)Yj = (Yj/Pj)(DELTA)Pj.
If (gamma) is undefined, (DELTA)Yj = Yj, (DELTA)Yk = (Yk/Pk)(DELTA)Pk. if denominator
In the remaining situations, (DELTA)Yk and (DELTA)Yj shall be defined as follows:
1. If Yk - (alpha)(Pk - (DELTA)Pk) = greater than 0, Yj- (alpha)(Pj - (DELTA)Pj) = greater than 0, and (gamma) (Pj - (DELTA)Pj) less than (Pk - (DELTA)Pk),
(DELTA)Yk = Yk - (alpha)(gamma) (Pj - (DELTA)Pj) and (DELTA)Yj = Yj - (alpha)(Pj - (DELTA)Pj).
2. If Yk - (alpha)(Pk - (DELTA)Pk) = greater than 0, Yj - (alpha)(Pj - (DELTA)Pj) = greater than 0, and (gamma) (Pj - (DELTA)Pj) = greater than (Pk - (DELTA)Pk),
(DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk) and (DELTA)Yj = Yj - ((alpha)/(gamma))(Pk - (DELTA)Pk).
3. If Yk - (alpha)(Pk - (DELTA)Pk) less than 0, Yj - (alpha)(Pj - (DELTA)Pj) = greater than 0, and Yj - (alpha)(Pj - (DELTA)Pj) = greater than
Yj - (Yk/(gamma)), (DELTA)Yk = Yk - (alpha)(gamma) (Pj - (DELTA)Pj) and (DELTA)Yj = Yj - (alpha)(Pj - (DELTA)Pj).
4. If Yk - (alpha)(Pk - (DELTA)Pk) less than 0, Yj - (Yk/(gamma)) = greater than 0, and Yj - (alpha)(Pj - (DELTA)Pj) less than = Yj - (Yk/(gamma)),
(DELTA)Yk = 0 and (DELTA)Yj = Yj - (Yk/(gamma)).
5. If Yj - (alpha)(Pj - (DELTA)Pj) less than 0, Yj - (Yk/(gamma)) less than 0, and Yk - (alpha)(Pk - (DELTA)Pk) less than= Yk - ((gamma)Yj),
(DELTA)Yk = Yk - ((gamma)Yj) and (DELTA)Yj = 0.
6. If Yj - (alpha)(Pj - (DELTA)Pj) less than 0, Yk - (alpha)(Pk - (DELTA)Pk) = greater than 0, and Yk - (alpha)(Pk - (DELTA)Pk) = greater than
Yk - ((gamma)Yj), (DELTA)Yk = Yk - (alpha)(Pk - (DELTA)Pk) and (DELTA)Yj = Yj - ((alpha)/(gamma))(Pk - (DELTA)Pk).
The purpose of the foregoing definitional provisions together with the related provisions allocating Realized Losses and
defining the REMIC I Y and REMIC I Z Principal Distribution Amounts is to accomplish the following goals in the following order of
priority:
1. Making the ratio of Yk to Yj equal to (gamma) after taking account of the allocation Realized Losses and the distributions
that will be made through end of the Distribution Date to which such provisions relate and assuring that the Principal Reduction
Amount for each of the REMIC I YAA, REMIC I YBB, REMIC I ZAA and REMIC I ZBB Regular Interests is greater than or equal to zero
for such Distribution Date;
2. Making (i) the REMIC I YAA Principal Balance less than or equal to 0.0005 of the sum of the REMIC I YAA and REMIC I ZAA
principal balances and (ii) the REMIC I YBB principal balances less than or equal to 0.0005 of the sum of the REMIC I YBB and
REMIC I ZBB Principal Balances in each case after giving effect to allocations of Realized Losses and distributions to be made
through the end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is Yk and whose denominator is the sum of Yk and Zk and (b) the
fraction whose numerator is Yj and whose denominator is the sum of Yj, and Zj as large as possible while remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of REMIC I Y Principal Reduction Amount to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted so as to accomplish such goals within the requirement
that each REMIC I Y Principal Reduction Amount must be less than or equal to the sum of (a) the principal Realized Losses to be
allocated on the related Distribution Date for the related Pool and (b) the remainder of the Available Distribution Amount for the
related Pool or after reduction thereof by the distributions to be made on such Distribution in respect of interest on the related
REMIC I Y and REMIC I Z Regular Interests, or, if both of such goals cannot be accomplished within such requirement, such adjustment
as is necessary shall be made to accomplish goal 1 within such requirement. In the event of any conflict among the provisions of the
definition of the REMIC I Y Principal Reduction Amounts, such conflict shall be resolved on the basis of the goals and their
priorities set forth above within the requirement set forth in the preceding sentence.
REMIC I Realized Losses: Realized Losses on Group I Loans and Group II Loans shall be allocated to the REMIC I Regular
Interests as follows: (1) The interest portion of Realized Losses on Group I Loans, if any, shall be allocated among the REMIC I Y-1
and REMIC I Z-1 Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof; and
(2) the interest portion of Realized Losses on Group II Loans, if any, shall be allocated among the REMIC I Y-2 and REMIC I Z-2
Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any interest
portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a principal
portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the succeeding
sentences. The principal portion of Realized Losses with respect to Loan Group I and Loan Group II shall be allocated to the REMIC I
Regular Interests as follows: (1) The principal portion of Realized Losses on Group I Loans shall be allocated, first, to the REMIC I
Y-1 Regular Interest to the extent of the REMIC I Y-1 Principal Reduction Amount in reduction of the Uncertificated Principal Balance
of such REMIC I Regular Interest and, second, the remainder, if any, of such principal portion of such Realized Losses shall be
allocated to the REMIC I Z-1 Regular Interest in reduction of the Uncertificated Principal Balance thereof; and (2) the principal
portion of Realized Losses on Group II Loans shall be allocated, first, to the REMIC I Y-2 Regular Interest to the extent of the
REMIC I Y-2 Principal Reduction Amount in reduction of the Uncertificated Principal Balance of such Regular Interest and, second, the
remainder, if any, of such principal portion of such Realized Losses shall be allocated to the REMIC I Z-2 Regular Interest in
reduction of the Uncertificated Principal Balance thereof.
REMIC I Regular Interests: REMIC I Regular Interest Y-1, Y-2, Z-1 and Z-2.
REMIC I Regular Interest Y-1: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest Y-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I
Regular Interest Y-1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interest Y-1 on such Distribution Date.
REMIC I Regular Interest Y-2: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest Y-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I
Regular Interest Y-2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interest Y-2 on such Distribution Date.
REMIC I Regular Interest Z-1: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest Z-1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I
Regular Interest Z-1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interest Z-1 on such Distribution Date.
REMIC I Regular Interest Z-2: A regular interest in REMIC I that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC I
Pass-Through Rate, and that has such other terms as are described herein.
REMIC I Regular Interest Z-2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC I
Regular Interest Z-2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC I Regular
Interest Z-2 on such Distribution Date.
REMIC I Z Principal Reduction Amounts: For any Distribution Date, the amounts by which the Uncertificated Principal
Balances of the REMIC I Z-1 and REMIC I Z-2 Regular Interests, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, which shall be in each case the excess of (A) the sum of (x) the
excess of the REMIC I Available Distribution Amount for the related Loan Group (i.e. the "related Group" for the REMIC I Z-1 Regular
Interest is Group I and the "related Loan Group" for the REMIC I Z-2 Regular Interest is Loan Group II) exclusive of any amount in
respect of Subsequent Recoveries included therein over the amount thereof distributable in respect of interest on such REMIC I Z
Regular Interest and the related REMIC I Y Regular Interest and (iv) to such REMIC I Z Regular Interest and the related REMIC I Y
Regular Interest pursuant to the definition of "REMIC I Distribution Amount" and (y) the amount of Realized Losses allocable to
principal for the related Loan Group over (B) the REMIC I Y Principal Reduction Amount for the related Loan Group.
REMIC II: The segregated pool of assets subject hereto, constituting a portion of the primary trust created hereby and to
be administered hereunder, with respect to which a separate REMIC election is to be made, consisting of the REMIC I Regular Interests.
REMIC II Available Distribution Amount: For any Distribution Date, the amount distributed from REMIC I to REMIC II on such
Distribution Date in respect of the REMIC I Regular Interests.
REMIC II Distribution Amount:
(a) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by
REMIC II to REMIC III on account of the REMIC II Regular Interests related to Loan Group I:
(i) to the extent of the portion of the REMIC II Available Distribution Amount related to Group I, to REMIC III
as the holder of REMIC II Regular Interests LT1, LT2, LT3, LT4 and LT-Y1, pro rata, in an amount equal to (A) their Uncertificated
Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution
Dates; and
(ii) on each Distribution Date, to REMIC III as the holder of the REMIC II Regular Interests, in an amount
equal to the remainder of such portion of the REMIC II Available Distribution Amount after the distributions made pursuant to clause
(i) above, allocated as follows (except as provided below):
(A) in respect of the REMIC II Regular Interests LT2, LT3, LT4 and LT-Y1, their respective Principal
Distribution Amounts;
(B) in respect of the REMIC II Regular Interest LT1 any remainder until the Uncertificated Principal
Balance thereof is reduced to zero;
(C) any remainder in respect of the REMIC II Regular Interests LT2, LT3 and LT4, pro rata according to
their respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (A) above, until their
respective Uncertificated Principal Balances are reduced to zero; and
(D) any remaining amounts to the Holders of Component II of the Class R Certificates.
(b) On each Distribution Date, the following amounts, in the following order of priority, shall be distributed by
REMIC II to REMIC III on account of the REMIC II Regular Interests related to Loan Group II:
(i) to the extent of the portion of the REMIC II Available Distribution Amount related to Group II, to
REMIC III as the holder of REMIC II Regular Interests LT5, LT6, LT7, LT8 and LT-Y2, pro rata, in an amount equal to (A) their
Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates; and
(ii) on each Distribution Date, to REMIC III as the holder of the REMIC II Regular Interests, in an amount
equal to the remainder of such portion of the REMIC II Available Distribution Amount after the distributions made pursuant to clause
(i) above, allocated as follows (except as provided below):
(A) in respect of the REMIC II Regular Interests LT6, LT7, LT8 and LT-Y2, their respective Principal
Distribution Amounts;
(B) in respect of the REMIC II Regular Interest LT5 any remainder until the Uncertificated Principal
Balance thereof is reduced to zero;
(C) any remainder in respect of the REMIC II Regular Interests LT6, LT7 and LT8, pro rata according to
their respective Uncertificated Principal Balances as reduced by the distributions deemed made pursuant to (A) above, until their
respective Uncertificated Principal Balances are reduced to zero; and
(D) any remaining amounts to the Holders of Component II of the Class R Certificates.
REMIC II Principal Reduction Amounts: For any Distribution Date, the amounts by which the principal balances of the
REMIC II Regular Interests LT1, LT2, LT3, LT4, LT5, LT6, LT7, LT8, LT-Y1 and LT-Y2, respectively, will be reduced on such Distribution
Date by the allocation of Realized Losses and the distribution of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y1 = the aggregate principal balance of the REMIC II Regular Interests LT1 and LT-Y1 after distributions on the prior
Distribution Date.
Y2 = the principal balance of the REMIC II Regular Interest LT2 after distributions on the prior Distribution Date.
Y3 = the principal balance of the REMIC II Regular Interest LT3 after distributions on the prior Distribution Date.
Y4 = the principal balance of the REMIC II Regular Interest LT4 after distributions on the prior Distribution Date
(note: Y3 = Y4).
AY1 = the combined REMIC II Regular Interest LT1 and LT-Y1 Principal Reduction Amount. Such amount shall be allocated
first to LT-Y1 up to the Class Y1 Principal Reduction Amount and thereafter the remainder shall be allocated to LT1.
AY2 = the REMIC II Regular Interest LT2 Principal Reduction Amount.
AY3 = the REMIC II Regular Interest LT3 Principal Reduction Amount.
AY4 = the REMIC II Regular Interest LT4 Principal Reduction Amount.
P0 = the aggregate principal balance of the REMIC II Regular Interests LT1, LT2, LT3, LT4 and LT-Y1 after distributions
and the allocation of Realized Losses on the prior Distribution Date.
P1 = the aggregate principal balance of the REMIC II Regular Interests LT1, LT2, LT3, LT4 and LT-Y1 after distributions
and the allocation of Realized Losses to be made on such Distribution Date.
AP = P0 - P1 = the aggregate of the REMIC I Regular Interests LT1, LT2, LT3, LT4 and LT-Y1 Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be
made on, the Group I Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the Class SB
Certificates for prior Distribution Dates).
R0 = the Group I Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts distributed and Realized
Losses allocated on the prior Distribution Date.
R1 = the Group I Net WAC Cap Rate (stated as a monthly rate) after giving effect to amounts to be distributed and
Realized Losses to be allocated on such Distribution Date.
a = (Y2 + Y3)/P0. The initial value of a on the Closing Date for use on the first Distribution Date shall be 0.0001.
a0 = the lesser of (A) the sum of (1) for all Classes of Class A-I Certificates of the product for each Class of (i) the
monthly interest rate (as limited by the Group I REMIC Net WAC Rate, if applicable) for such Class applicable for distributions to be
made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the
allocation of Realized Losses on the prior Distribution Date, (2) for all Classes of Class M Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Class M REMIC Net WAC Rate, if applicable) for such Class applicable for
distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class multiplied by
a fraction whose numerator is the principal balance of the REMIC I Regular Interest Y-1 and whose denominator is the sum of the
principal balances of the REMIC I Regular Interests Y-1 and Y-2 after distributions and the allocation of Realized Losses on the
prior Distribution Date and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition
of A0 exceeds S0*Q0 and (B) R0*P0.
a1 = the lesser of (A) the sum of (1) for all Classes of Class A-I Certificates of the product for each Class of (i) the
monthly interest rate (as limited by the Group I REMIC Net WAC Rate, if applicable) for such Class applicable for distributions to be
made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions
and the allocation of Realized Losses to be made on such Distribution Date, (2) for all Classes of Class M Certificates of the
product for each Class of (i) the monthly interest rate (as limited by the Class M REMIC Net WAC Rate, if applicable) for such
Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class multiplied by a fraction whose numerator is the principal balance of the REMIC I Regular Interest Y-1 and
whose denominator is the sum of the principal balances of the REMIC I Regular Interests Y-1 and Y-2 after distributions and the
allocation of Realized Losses to be made on such Distribution Date and (3) the amount, if any, by which the sum of the amounts in
clauses (A)(1), (2) and (3) of the definition of A1 exceeds S1*Q1 and (B) R1*P1.
Then, based on the foregoing definitions:
AY1 = AP - AY2 - AY3 - AY4;
AY2 = (a/2){( a0R1 - a1R0)/R0R1};
AY3 = aAP - AY2; and
AY4 = AY3.
if both AY2 and AY3, as so determined, are non-negative numbers. Otherwise:
(1) If AY2, as so determined, is negative, then
AY2 = 0;
AY3 = a{a1R0P0 - a0R1P1}/{a1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
(2) If AY3, as so determined, is negative, then
AY3 = 0;
AY2 = a{a0R1P1 - a1R0P0}/{2R1R0P1 - a1R0};
AY4 = AY3; and
AY1 = XX - XX0 - XX0 - XX0.
For purposes of the succeeding formulas the following symbols shall have the meanings set forth below:
Y5 = the aggregate principal balance of the REMIC II Regular Interests LT5 and LT-Y2 after distributions on the prior
Distribution Date.
Y6 = the principal balance of the REMIC II Regular Interest LT6 after distributions on the prior Distribution Date.
Y7 = the principal balance of the REMIC II Regular Interest LT7 after distributions on the prior Distribution Date.
Y8 = the principal balance of the REMIC II Regular Interest LT8 after distributions on the prior Distribution Date
(note: Y7 = Y8).
AY5 = the aggregate of the REMIC II Regular Interest LT5 and LT-Y2 Principal Reduction Amounts. Such amount shall be
allocated first to LT-Y2 up to the Class Y2 Principal Reduction Amount and thereafter the remainder shall be allocated to LT5.
AY6 = the REMIC II Regular Interest LT6 Principal Reduction Amount.
AY7 = the REMIC II Regular Interest LT7 Principal Reduction Amount.
AY8 = the REMIC II Regular Interest LT8 Principal Reduction Amount.
Q0 = the aggregate principal balance of the REMIC II Regular Interests LT5, LT6, LT7, LT8 and LT-Y2 after distributions
and the allocation of Realized Losses on the prior Distribution Date.
Q1 = the aggregate principal balance of the REMIC II Regular Xxxxxxxxx XX0, XX0, XX0, XX0, XX-X0 and LT-Y2 after
distributions and the allocation of Realized Losses to be made on such Distribution Date.
AQ = Q0 - Q1 = the aggregate of the REMIC II Regular Interests LT5, LT6, LT7, LT8 and LT-Y2 Principal Reduction Amounts.
= the aggregate of the principal portions of Realized Losses to be allocated to, and the principal distributions to be
made on, the Group II Certificates on such Distribution Date (including distributions of accrued and unpaid interest on the Class SB
Certificates for prior Distribution Dates).
S0 = the Group II Net WAC Rate (stated as a monthly rate) after giving effect to amounts distributed and Realized Losses
allocated on the prior Distribution Date.
S1 = the Group II Net WAC Rate (stated as a monthly rate) after giving effect to amounts to be distributed and Realized
Losses to be allocated on such Distribution Date.
a = (Y6 + Y7)/Q0. The initial value of a on the Closing Date for use on the first Distribution Date shall be 0.0001.
A0 = the lesser of (A) the sum of (1) for all Classes of Class A-II Certificates of the product for each Class of (i) the
monthly interest rate (as limited by the Group II REMIC Net WAC Rate, if applicable) for such Class applicable for distributions to
be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after distributions and the
allocation of Realized Losses on the prior Distribution Date, (2) for all Classes of Class M Certificates of the product for each
Class of (i) the monthly interest rate (as limited by the Class M REMIC Net WAC Rate, if applicable) for such Class applicable for
distributions to be made on such Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class multiplied by
a fraction whose numerator is the principal balance of the REMIC I Regular Interest Y-2 and whose denominator is the sum of the
principal balances of the REMIC I Regular Interests Y-1 and Y-2 after distributions and the allocation of Realized Losses on the
prior Distribution Date and (3) the amount, if any, by which the sum of the amounts in clauses (A)(1), (2) and (3) of the definition
of a0 exceeds R0*P0 and (B) S0*Q0.
A1 = the lesser of (A) the sum of (1) for all Classes of Class A-II Certificates of the product for each Class of (i) the
monthly interest rate (as limited by the Group II REMIC Net WAC Rate, if applicable) for such Class applicable for distributions to
be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal Balance for such Class after
distributions and the allocation of Realized Losses to be made on such Distribution Date, (2) for all Classes of Class M Certificates
of the product for each Class of (i) the monthly interest rate (as limited by the Class M REMIC Net WAC Rate, if applicable) for such
Class applicable for distributions to be made on the next succeeding Distribution Date and (ii) the aggregate Certificate Principal
Balance for such Class multiplied by a fraction whose numerator is the principal balance of the REMIC I Regular Interest Y-2 and
whose denominator is the sum of the principal balances of the REMIC I Regular Interests Y-1 and Y-2 after distributions and the
allocation of Realized Losses to be made on such Distribution Date and (3) the amount, if any, by which the sum of the amounts in
clauses (A)(1), (2) and (3) of the definition of a1 exceeds R1*P1 and (B) S1*Q1.
Then, based on the foregoing definitions:
AY5 = AQ - AY6 - AY7 - AY8;
AY6 = (a/2){(A0S1 - A1S0)/S0S1};
AY7 = aAQ - AY6; and
AY8 = AY7.
if both AY6 and AY7, as so determined, are non-negative numbers. Otherwise:
(1) If AY6, as so determined, is negative, then
AY6 = 0;
AY7 = a{A1S0Q0 - A0S1Q1}/{A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
(2) If AY7, as so determined, is negative, then
AY7 = 0;
AY6 = a{A0S1Q1 - A1S0Q0}/{2S1S0Q1 - A1S0};
AY8 = AY7; and
AY5 = AQ - AY6 - AY7 - AY8.
REMIC II Realized Losses: Realized Losses on Group I Loans and Group II Loans shall be allocated to the REMIC II Regular
Interests as follows: (1) The interest portion of Realized Losses on Group I Loans, if any, shall be allocated among the LT1, LT2,
LT4 and LT-Y1 REMIC II Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction
thereof; and (2) the interest portion of Realized Losses on Group II Loans, if any, shall be allocated among the LT5, LT6, LT8 and
LT-Y2 REMIC II Regular Interests pro rata according to the amount of interest accrued but unpaid thereon, in reduction thereof. Any
interest portion of such Realized Losses in excess of the amount allocated pursuant to the preceding sentence shall be treated as a
principal portion of Realized Losses not attributable to any specific Mortgage Loan in such Loan Group and allocated pursuant to the
succeeding sentences. The principal portion of Realized Losses with respect to Loan Group I and Loan Group II shall be allocated to
the REMIC I Regular Interests as follows: (1) The principal portion of Realized Losses on Group I Loans shall be allocated, first, to
the LT-Y1 REMIC II Regular Interest to the extent that such losses were allocated to the Y-1 REMIC I Regular Interest in reduction of
the Uncertificated Principal Balance thereof, second, to the LT 2, LT3 and LT4 REMIC II Regular Interests pro-rata according to their
respective REMIC II Principal Reduction Amounts to the extent thereof in reduction of the Uncertificated Principal Balance of such
REMIC II Regular Interests and, third, the remainder, if any, of such principal portion of such Realized Losses shall be allocated to
the LT1 REMIC II Regular Interest in reduction of the Uncertificated Principal Balance thereof; and (2) the principal portion of
Realized Losses on Group II Loans shall be allocated, first, to the LT-Y2 REMIC II Regular Interest to the extent that such losses
were allocated to the Y-2 REMIC I Regular Interest in reduction of the Uncertificated Principal Balance thereof, second, to the LT 6,
LT7 and LT8 REMIC II Regular Interests pro-rata according to their respective REMIC II Principal Reduction Amounts to the extent
thereof in reduction of the Uncertificated Principal Balance of such REMIC II Regular Interests and, third, the remainder, if any, of
such principal portion of such Realized Losses shall be allocated to the LT5 REMIC II Regular Interest in reduction of the
Uncertificated Principal Balance thereof.
REMIC II Regular Interests: REMIC II Regular Interest LT1, REMIC II Regular Interest LT2, REMIC II Regular Interest LT3,
REMIC II Regular Interest LT4, REMIC II Regular Interest LT5, REMIC II Regular Interest LT6, REMIC II Regular Interest LT7, REMIC II
Regular Interest LT8, REMIC II Regular Interest LT-Y1 and REMIC II Regular Interest LT-Y2.
REMIC II Regular Interest LT1: A regular interest in REMIC II that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT1 on such Distribution Date.
REMIC II Regular Interest LT2: A regular interest in REMIC II that is held as an asset of REMIC II, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT2 on such Distribution Date.
REMIC II Regular Interest LT3: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT3 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT3 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT3 on such Distribution Date.
REMIC II Regular Interest LT4: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT4 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT4 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT4 on such Distribution Date.
REMIC II Regular Interest LT5: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT5 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT5 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT5 on such Distribution Date.
REMIC II Regular Interest LT6: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT6 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT6 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT6 on such Distribution Date.
REMIC II Regular Interest LT7: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT7 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT7 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT7 on such Distribution Date.
REMIC II Regular Interest LT8: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT8 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the REMIC II
Regular Interest LT8 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the REMIC II Regular
Interest LT8 on such Distribution Date.
REMIC II Regular Interest LT-Y1: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT-Y1 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC II Regular Interest LT-Y1 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the
REMIC II Regular Interest LT-Y1 on such Distribution Date.
REMIC II Regular Interest LT-Y2: A regular interest in REMIC II that is held as an asset of REMIC III, that has an initial
principal balance equal to the related Uncertificated Principal Balance, that bears interest at the related Uncertificated REMIC II
Pass-Through Rate, and that has such other terms as are described herein.
REMIC II Regular Interest LT-Y2 Principal Distribution Amount: For any Distribution Date, the excess, if any, of the
REMIC II Regular Interest LT-Y2 Principal Reduction Amount for such Distribution Date over the Realized Losses allocated to the
REMIC II Regular Interest LT-Y2 on such Distribution Date.
REMIC III: The segregated pool of assets subject hereto, constituting a portion of the primary trust created hereby and to
be administered hereunder, with respect to which a separate REMIC election is to be made, consisting of the REMIC II Regular
Interests.
REMIC III Regular Interest SB-PO: A separate non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest SB-PO shall have no entitlement to interest, and shall
be entitled to distributions of principal subject to the terms and conditions hereof, in aggregate amount equal to the initial
Certificate Principal Balance of the Class SB Certificates as set forth in the Preliminary Statement hereto.
REMIC III Regular Interest SB-IO: A separate non-certificated beneficial ownership interests in REMIC III issued hereunder
and designated as a Regular Interest in REMIC III. REMIC III Regular Interest SB-IO shall have no entitlement to principal, and
shall be entitled to distributions of interest subject to the terms and conditions hereof, in aggregate amount equal to the interest
distributable with respect to the Class SB Certificates pursuant to the terms and conditions hereof.
REMIC III Regular Interests: REMIC III Regular Interests SB-IO and SB-PO, together with the Class A Certificates and
Class M Certificates.
REMIC Administrator: Residential Funding Corporation. If Residential Funding Corporation is found by a court of competent
jurisdiction to no longer be able to fulfill its obligations as REMIC Administrator under this Agreement the Master Servicer or
Trustee acting as successor Master Servicer shall appoint a successor REMIC Administrator, subject to assumption of the REMIC
Administrator obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which
appear at Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary and final
regulations (or, to the extent not inconsistent with such temporary or final regulations, proposed regulations) and published
rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders
of any REO Property pursuant to Section 3.14.
REO Disposition: With respect to any REO Property, a determination by the Master Servicer that it has received
substantially all Insurance Proceeds, Liquidation Proceeds, REO Proceeds and other payments and recoveries (including proceeds of a
final sale) which the Master Servicer expects to be finally recoverable from the sale or other disposition of the REO Property.
REO Imputed Interest: With respect to any REO Property, for any period, an amount equivalent to interest (at a rate equal
to the Net Mortgage Rate that would have been applicable to the related Mortgage Loan had it been outstanding) on the unpaid
principal balance of the Mortgage Loan as of the date of acquisition thereof for such period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO Property (including, without limitation, proceeds
from the rental of the related Mortgaged Property) which proceeds are required to be deposited into the Custodial Account only upon
the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer on behalf of the Trust Fund for the benefit of the
Certificateholders through foreclosure or deed in lieu of foreclosure in connection with a defaulted Mortgage Loan.
Reportable Modified Mortgage Loan: Any Mortgage Loan that (a) has been subject to an interest rate reduction, (b) has been
subject to a term extension or (c) has had amounts owing on such Mortgage Loan capitalized by adding such amount to the Stated
Principal Balance of such Mortgage Loan; provided, however, that a Mortgage Loan modified in accordance with (a) above for a
temporary period shall not be a Reportable Modified Mortgage Loan if such Mortgage Loan has not been delinquent in payments of
principal and interest for six months since the date of such modification if that interest rate reduction is not made permanent
thereafter.
Repurchase Event: As defined in the Assignment Agreement.
Request for Release: A request for release, the form of which is attached as Exhibit G hereto, or an electronic request in
a form acceptable to the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance policy which is required to be maintained from
time to time under this Agreement, the Program Guide or the related Subservicing Agreement in respect of such Mortgage Loan.
Required Overcollateralization Amount: With respect to any Distribution Date, (a) prior to the Stepdown Date, an amount
equal to 4.30% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, (b) on or after the Stepdown
Date if a Trigger Event is not in effect, the greater of (i) an amount equal to 8.60% of the aggregate outstanding Stated Principal
Balance of the Mortgage Loans after giving effect to distributions made on that Distribution Date and (ii) the Overcollateralization
Floor and (c) on or after the Stepdown Date if a Trigger Event is in effect, an amount equal to the Required Overcollateralization
Amount from the immediately preceding Distribution Date. The Required Overcollateralization Amount may be reduced so long as written
confirmation is obtained from each Rating Agency that such reduction shall not reduce the ratings assigned to any Class of
Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency.
Residential Funding: Residential Funding Corporation, a Delaware corporation, in its capacity as seller of the Mortgage
Loans to the Depositor and any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of the Corporate Trust Department of the Trustee,
including any Senior Vice President, any Vice President, any Assistant Vice President, any Assistant Secretary, any Trust Officer or
Assistant Trust Officer, or any other officer of the Trustee, in each case with direct responsibility for the administration of this
Agreement.
RFC Exemption: As defined in Section 5.02(e)(ii).
Rule 144A: Rule 144A under the Securities Act of 1933, as in effect from time to time.
Securitization Transaction: Any transaction involving a sale or other transfer of mortgage loans directly or indirectly to
an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities.
Seller: With respect to any Mortgage Loan, a Person, including any Subservicer, that executed a Seller's Agreement
applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage Loans generally in the form of the seller
contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the
Depositor.
Senior Enhancement Percentage: For any Distribution Date, the fraction, expressed as a percentage, the numerator of which
is the sum of (i) the aggregate Certificate Principal Balance of the Class M Certificates and (ii) the Overcollateralization Amount,
in each case prior to the distribution of the Principal Distribution Amount on such Distribution Date and the denominator of which is
the aggregate Stated Principal Balance of the Mortgage Loans after giving effect to distributions to be made on that Distribution
Date.
Senior Percentage: With respect to each Loan Group and any Distribution Date, the percentage equal to the lesser of (x) the
aggregate Certificate Principal Balance of the related Class A Certificates immediately prior to that Distribution Date divided by
the aggregated Stated Principal Balance of the Mortgage Loans in that Loan Group immediately prior to that Distribution Date and (y)
100%.
Servicing Accounts: The account or accounts created and maintained pursuant to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of pocket" costs and expenses incurred in connection with
a default, delinquency or other unanticipated event by the Master Servicer or a Subservicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation, restoration and protection of a
Mortgaged Property or, with respect to a cooperative loan, the related cooperative apartment, (ii) any enforcement or
judicial proceedings, including foreclosures, including any expenses incurred in relation to any such proceedings that result from
the Mortgage Loan being registered on the MERS(R)System, (iii) the management and liquidation of any REO Property, (iv) any mitigation
procedures implemented in accordance with Section 3.07, and (v) compliance with the obligations under Sections 3.01, 3.08, 3.11,
3.12(a) and 3.14, including, if the Master Servicer or any Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Criteria: The "servicing criteria" set forth in Item 1122(d) of Regulation AB, as such may be amended from time
to time.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the fee payable monthly to the Master Servicer in
respect of master servicing compensation that accrues at an annual rate equal to the Servicing Fee Rate multiplied by the Stated
Principal Balance of such Mortgage Loan as of the related Due Date in the related Due Period, as may be adjusted pursuant to
Section 3.16(e).
Servicing Fee Rate: With respect to any Mortgage Loan, the per annum rate designated on the Mortgage Loan Schedule as the
"MSTR SERV FEE," as may be adjusted with respect to successor Master Servicers as provided in Section 7.02, which rate shall never be
greater than the Mortgage Rate of such Mortgage Loan.
Servicing Modification: Any reduction of the interest rate on or the outstanding principal balance of a Mortgage Loan, any
extension of the final maturity date of a Mortgage Loan, and any increase to the Stated Principal Balance of a Mortgage Loan by
adding to the Stated Principal Balance unpaid principal and interest and other amounts owing under the Mortgage Loan, in each case
pursuant to a modification of a Mortgage Loan that is in default, or for which, in the judgment of the Master Servicer, default is
reasonably foreseeable in accordance with Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or responsible for, the administration and servicing of
the Mortgage Loans whose name and specimen signature appear on a list of servicing officers furnished to the Trustee by the Master
Servicer on the Closing Date, as such list may from time to time be amended.
Sixty-Plus Delinquency Percentage: With respect to any Distribution Date and the Mortgage Loans, the arithmetic average,
for each of the three Distribution Dates ending with such Distribution Date, of the fraction, expressed as a percentage, equal to (x)
the aggregate Stated Principal Balance of the Mortgage Loans that are 60 or more days delinquent in payment of principal and interest
for that Distribution Date, including Mortgage Loans in foreclosure and REO, over (y) the aggregate Stated Principal Balance of all
of the Mortgage Loans immediately preceding that Distribution Date.
Standard & Poor's: Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. or its successors in
interest.
Startup Date: The day designated as such pursuant to Article X hereof.
Stated Principal Balance: With respect to any Mortgage Loan or related REO Property, as of any date of determination, (i)
the sum of (a) the Cut-off Date Principal Balance of the Mortgage Loan and (b) any amount by which the Stated Principal Balance of
the Mortgage Loan has been increased pursuant to a Servicing Modification, minus (ii) the sum of (a) the principal portion of the
Monthly Payments due with respect to such Mortgage Loan or REO Property during each Due Period ending with the Due Period relating to
the most recent Distribution Date which were received or with respect to which an Advance was made, (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation Proceeds and REO Proceeds, to the extent
applied by the Master Servicer as recoveries of principal in accordance with Section 3.14 with respect to such Mortgage Loan or REO
Property, in each case which were distributed pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized Loss
incurred with respect to such Mortgage Loan allocated to Certificateholders with respect thereto for any previous Distribution Date.
Stepdown Date: That Distribution Date which is the earlier to occur of (a) the Distribution Date immediately succeeding the
Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (b)
the later to occur of (i) the Distribution Date in October 2009 and (ii) the first Distribution Date on which the Senior Enhancement
Percentage is equal to or greater than 47.50%.
Subordinate Component: With respect to each Loan Group and any Distribution Date, the positive excess, if any, of the
aggregate Stated Principal Balance of the Mortgage Loans in that Loan Group, over the aggregate Certificate Principal Balance of the
related Class A Certificates, in each case immediately prior to that Distribution Date.
Subordination: The provisions described in Section 4.05 relating to the allocation of Realized Losses.
Subordination Percentage: With respect to each Class of Class A Certificates and Class M Certificates, the respective
percentage set forth below.
Subordination
Class Percentage
A 52.50%
M-1 60.90%
M-2 68.20%
M-3 72.60%
M-4 76.50%
M-5 80.30%
M-6 83.60%
M-7 86.40%
M-8 88.50%
M-9 91.40%
Subsequent Recoveries: As of any Distribution Date, amounts received by the Master Servicer (net of any related expenses
permitted to be reimbursed pursuant to Section 3.10) or surplus amounts held by the Master Servicer to cover estimated expenses
(including, but not limited to, recoveries in respect of the representations and warranties made by the related Seller pursuant to
the applicable Seller's Agreement and assigned to the Trustee pursuant to Section 2.04) specifically related to a Mortgage Loan that
was the subject of a Cash Liquidation or an REO Disposition prior to the related Prepayment Period and that resulted in a Realized
Loss.
Subsequent Recovery Allocation Amount: With respect to a Loan Group, that portion of the Principal Allocation Amount in
respect of that Loan Group attributable to the amounts described in clause (iv) of the definition of Principal Distribution Amount.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a Subservicing Agreement and who generally satisfied
the requirements set forth in the Program Guide in respect of the qualification of a Subservicer as of the date of its approval as a
Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest on a Mortgage Loan which is advanced by the
related Subservicer (net of its Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer and any Subservicer relating to servicing and
administration of certain Mortgage Loans as provided in Section 3.02, generally in the form of the servicer contract referred to or
contained in the Program Guide or in such other form as has been approved by the Master Servicer and the Depositor.
Subservicing Fee: With respect to any Mortgage Loan, the fee payable monthly to the related Subservicer (or, in the case of
a Nonsubserviced Mortgage Loan, to the Master Servicer) in respect of subservicing and other compensation that accrues with respect
to each Distribution Date at an annual rate designated as "SUBSERV FEE" on the Mortgage Loan Schedule.
Tax Returns: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment
Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net
Loss Allocation, or any successor forms, to be filed on behalf of any REMIC hereunder due to its classification as a REMIC under the
REMIC Provisions, together with any and all other information, reports or returns that may be required to be furnished to the
Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable
provisions of federal, state or local tax laws.
Telerate Screen Page 3750: As defined in Section 1.02.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or other form of assignment of any Ownership
Interest in a Certificate.
Transfer Affidavit and Agreement: As defined in Section 5.02(f).
Transferee: Any Person who is acquiring by Transfer any Ownership Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.
Trigger Event: A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if either
(a) the related Sixty-Plus Delinquency Percentage, as determined on that Distribution Date, equals or exceeds 33.68% of the Senior
Enhancement Percentage for that Distribution Date or (b) on or after the Distribution Date in October 2008, the aggregate amount of
Realized Losses on the Mortgage Loans as a percentage of the Cut-Off Date Balance exceeds the applicable amount set forth below:
October 2008 to September 2009: 1.90% with respect to October 2008, plus an additional 1/12th of 2.35% for
each month thereafter.
October 2009 to September 2010: 4.25% with respect to October 2009, plus an additional 1/12th of 2.40% for
each month thereafter.
October 2010 to September 2011: 6.65% with respect to October 2010, plus an additional 1/12th of 1.90% for
each month thereafter.
October 2011 to September 2012: 8.55% with respect to October 2011, plus an additional 1/12th of 1.00% for
each month thereafter.
October 2012 and thereafter: 9.55%.
Trustee: As defined in the preamble hereto.
Trust Fund: The segregated pool of assets subject hereto, consisting of: (i) the Mortgage Loans and the related Mortgage
Files; (ii) all payments on and collections in respect of the Mortgage Loans due after the Cut-off Date (other than Monthly Payments
due in the month of the Cut-off Date) as shall be on deposit in the Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund; (iii) property which secured a Mortgage Loan and which has been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of foreclosure; (iv) the hazard insurance policies and Primary Insurance Policies
pertaining to the Mortgage Loans, if any; (v) the Yield Maintenance Agreement; and (vi) all proceeds of clauses (i) through (v)
above.
Uncertificated Accrued Interest: With respect to any Uncertificated Regular Interest for any Distribution Date, one month's
interest at the related Uncertificated Pass-Through Rate for such Distribution Date, accrued on the Uncertificated Principal Balance
or Uncertificated Notional Amount, as applicable, immediately prior to such Distribution Date. Uncertificated Accrued Interest for
the Uncertificated Regular Interests shall accrue on the basis of a 360-day year consisting of twelve 30-day months. For purposes of
calculating the amount of Uncertificated Accrued Interest for the REMIC I Regular Interests for any Distribution Date, any Prepayment
Interest Shortfalls and Relief Act Shortfalls (to the extent not covered by Compensating Interest) (i) relating to the Loan Group I
Loans for any Distribution Date shall be allocated among REMIC I Regular Interests Y-1 and Z-1 and (ii) relating to the Loan Group II
Loans shall be allocated among the REMIC I Regular Interests Y-2 and Z-2, pro rata, based on, and to the extent of, Uncertificated
Accrued Interest, as calculated without application of this sentence. For purposes of calculating the amount of Uncertificated
Accrued Interest for the REMIC II Regular Interest for any Distribution Date, any Prepayment Interest Shortfalls and Relief Act
Shortfalls (to the extent not covered by Compensating Interest) (i) relating to the Loan Group I Loans for any Distribution Date
shall be allocated among REMIC II Regular Interests LT1, LT2, LT3, LT4 and LT-Y1 and (ii) relating to the Loan Group II Loans for any
Distribution Date shall be allocated among REMIC II Regular Interests LT5, LT6, LT7, LT8 and LT-Y2, pro rata, based on, and to the
extent of, Uncertificated Accrued Interest, as calculated without application of this sentence. Uncertificated Interest on REMIC III
Regular Interest SB-PO shall be zero. Uncertificated Interest on the REMIC III Regular Interest SB-IO for each Distribution Date
shall equal Accrued Certificate Interest for the Class SB Certificates.
Uncertificated Notional Amount: With respect to REMIC III Regular Interest SB-IO, the Notional Amount for such Class.
Uncertificated Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or the Uncertificated REMIC II Pass-Through
Rate, as applicable.
Uncertificated Principal Balance: The principal amount of any Uncertificated Regular Interest outstanding as of any date of
determination. The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero. With respect to
the REMIC III Regular Interest SB-PO the initial amount set forth with respect thereto in the Preliminary Statement as reduced by
distributions deemed made in respect thereof pursuant to Section 4.02 and Realized Losses allocated thereto pursuant to Section 4.05.
Uncertificated Regular Interests: The REMIC I Regular Interests and the REMIC II Regular Interests.
Uncertificated REMIC I Pass-Through Rate: With respect to any Distribution Date, the REMIC I Regular Interest Y-1 and the
REMIC I Regular Interest Z-1, the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group I. With respect to
any Distribution Date the REMIC I Regular Interest Y-2 and the REMIC I Regular Interest Z-2, the weighted average of the Net Mortgage
Rates of the Mortgage Loans in Loan Group II.
Uncertificated REMIC II Pass-Through Rate: With respect to any Distribution Date and (i) REMIC II Regular Interests LT1,
LT2 and LT-Y1, the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group I, (ii) REMIC II Regular Interests
LT5, LT6 and LT-Y2, the weighted average of the Net Mortgage Rates of the Mortgage Loans in Loan Group II, (iii) REMIC II Regular
Interests LT3 and LT7, zero (0.00%), (iv) REMIC II Regular Interest LT4, twice the weighted average of the Net Mortgage Rates of the
Mortgage Loans in Loan Group I and (v) REMIC II Regular Interest LT8, twice the weighted average of the Net Mortgage Rates of the
Mortgage Loans in Loan Group II.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform Single Attestation Program for Mortgage Bankers, as
published by the Mortgage Bankers Association of America and effective with respect to fiscal periods ending on or after December 15,
1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage such that the complete restoration of such property
is not fully reimbursable by the hazard insurance policies.
United States Person: A citizen or resident of the United States, a corporation, partnership or other entity (treated as a
corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United
States, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury
regulations) provided that, for purposes solely of the restrictions on the transfer of Class R Certificates, no partnership or other
entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all
persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States
federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. 98.00% of
all of the Voting Rights shall be allocated among Holders of the Class A Certificates and Class M Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective Certificates; 1% of all of the Voting Rights shall be allocated to the
Holders of the Class SB Certificates, and 1% of all of the Voting Rights shall be allocated to the Holders of the Class R
Certificates; in each case to be allocated among the Certificates of such Class in accordance with their respective Percentage
Interests.
Yield Maintenance Agreement: The confirmation, dated as of the Closing Date, between the Trustee, on behalf of the Trust
Fund, and the Yield Maintenance Agreement Provider, relating to the Class A Certificates and Class M Certificates or any replacement,
substitute, collateral or other arrangement in lieu thereof.
Yield Maintenance Agreement Payment: For any Distribution Date, the payment, if any, due under the Yield Maintenance
Agreement in respect of such Distribution Date.
Yield Maintenance Agreement Provider: HSBC Bank USA, National Association and its successors and assigns or any party to
any replacement, substitute, collateral or other arrangement in lieu thereof.
Yield Maintenance Agreement Shortfall Amount: For any Distribution Date, the amount, if any, by which the payment on the
Class A Certificates and Class M Certificates pursuant to Section 4.02(c) is paid from the Yield Maintenance Agreement Payment for
such Distribution Date pursuant to the provisions thereof or would have been so paid but for the failure of the Yield Maintenance
Agreement Provider to make a payment required under the Yield Maintenance Agreement.
Yield Maintenance Agreement Shortfall Carry-Forward Amount: For any Distribution Date, the aggregate Yield Maintenance
Agreement Shortfall Amounts for prior Distribution Dates to the extent not reimbursed to the Class SB Certificates pursuant to
Section 4.02(c)(x).
Section 1.02. Determination of LIBOR.
LIBOR applicable to the calculation of the Pass-Through Rate on the LIBOR Certificates for any Interest Accrual Period will
be determined as of each LIBOR Rate Adjustment Date. On each LIBOR Rate Adjustment Date, or if such LIBOR Rate Adjustment Date is
not a Business Day, then on the next succeeding Business Day, LIBOR shall be established by the Trustee and, as to any Interest
Accrual Period, will equal the rate for one month United States dollar deposits that appears on the Telerate Screen Page 3750 as of
11:00 a.m., London time, on such LIBOR Rate Adjustment Date. "Telerate Screen Page 3750" means the display designated as page 3750
on the Bridge Telerate Service (or such other page as may replace page 3750 on that service for the purpose of displaying London
interbank offered rates of major banks). If such rate does not appear on such page (or such other page as may replace that page on
that service, or if such service is no longer offered, LIBOR shall be so established by use of such other service for displaying
LIBOR or comparable rates as may be selected by the Trustee after consultation with the Master Servicer), the rate will be the
Reference Bank Rate. The "Reference Bank Rate" will be determined on the basis of the rates at which deposits in U.S. Dollars are
offered by the reference banks (which shall be any three major banks that are engaged in transactions in the London interbank market,
selected by the Trustee after consultation with the Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment Date
to prime banks in the London interbank market for a period of one month in amounts approximately equal to the aggregate Certificate
Principal Balance of the LIBOR Certificates then outstanding. The Trustee shall request the principal London office of each of the
reference banks to provide a quotation of its rate. If at least two such quotations are provided, the rate will be the arithmetic
mean of the quotations rounded up to the next multiple of 1/16%. If on such date fewer than two quotations are provided as
requested, the rate will be the arithmetic mean of the rates quoted by one or more major banks in New York City, selected by the
Trustee after consultation with the Master Servicer, as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars to
leading European banks for a period of one month in amounts approximately equal to the aggregate Certificate Principal Balance of the
LIBOR Certificates then outstanding. If no such quotations can be obtained, the rate will be LIBOR for the prior Distribution Date;
provided however, if, under the priorities described above, LIBOR for a Distribution Date would be based on LIBOR for the previous
Distribution Date for the third consecutive Distribution Date, the Trustee, shall select an alternative comparable index (over which
the Trustee has no control), used for determining one-month Eurodollar lending rates that is calculated and published (or otherwise
made available) by an independent party. The establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and the
Trustee's subsequent calculation of the Pass-Through Rates applicable to the LIBOR Certificates for the relevant Interest Accrual
Period, in the absence of manifest error, will be final and binding. Promptly following each LIBOR Rate Adjustment Date the Trustee
shall supply the Master Servicer with the results of its determination of LIBOR on such date. Furthermore, the Trustee shall supply
to any Certificateholder so requesting by calling 1-800-934-6802, the Pass-Through Rate on the LIBOR Certificates for the current and
the immediately preceding Interest Accrual Period.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby assign to the Trustee in respect of the
Trust Fund without recourse all the right, title and interest of the Depositor in and to (i) the Mortgage Loans, including all
interest and principal on or with respect to the Mortgage Loans due on or after the Cut-off Date (other than Monthly Payments due in
the month of the Cut-off Date); and (ii) all proceeds of the foregoing.
(b) In connection with such assignment, and contemporaneously with the delivery of this Agreement, except as set forth in
Section 2.01(c) below and subject to Section 2.01(d) below, the Depositor does hereby (1) with respect to each Mortgage Loan, deliver
to the Master Servicer (or an Affiliate of the Master Servicer) each of the documents or instruments described in clause (ii) below
(and the Master Servicer shall hold (or cause such Affiliate to hold) such documents or instruments in trust for the use and benefit
of all present and future Certificateholders), (2) with respect to each MOM Loan, deliver to, and deposit with, the Trustee, or the
Custodian, as the duly appointed agent of the Trustee for such purpose, the documents or instruments described in clauses (i) and (v)
below, (3) with respect to each Mortgage Loan that is not a MOM Loan but is registered on the MERS(R)System, deliver to, and deposit
with, the Trustee, or the Custodian, as the duly appointed agent of the Trustee for such purpose, the documents or instruments
described in clauses (i), (iv) and (v) below and (4) with respect to each Mortgage Loan that is not a MOM Loan and is not registered
on the MERS(R)System, deliver to, and deposit with, the Trustee, or the Custodian, as the duly appointed agent of the Trustee for such
purpose, the documents or instruments described in clauses (i), (iii), (iv) and (v) below.
(i) The original Mortgage Note, endorsed without recourse to the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing it to the Trustee, or with respect to any Destroyed Mortgage Note,
an original lost note affidavit from the related Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note.
(ii) The original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is
a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or a copy of the original Mortgage with
evidence of recording indicated thereon.
(iii) The assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage to
the Trustee with evidence of recording indicated thereon or a copy of such assignment with evidence of recording indicated thereon;
(iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator to
the Person assigning it to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS(R)System and noting the presence of
a MIN) with evidence of recordation noted thereon or attached thereto, or a copy of such assignment or assignments of the Mortgage
with evidence of recording indicated thereon.
(v) The original of each modification, assumption agreement or preferred loan agreement, if any, relating to such Mortgage Loan,
or a copy of each modification, assumption agreement or preferred loan agreement.
The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(b)(iii), (iv) and (v) (or
copies thereof) to the Trustee or the Custodian, deliver such documents to the Master Servicer, and the Master Servicer shall hold
such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the
next sentence. Within thirty Business Days following the earlier of (i) the receipt of the original of all of the documents or
instruments set forth in Section 2.01(b)(iii), (iv) and (v) (or copies thereof) for any Mortgage Loan and (ii) a written request by
the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to the Trustee or the Custodian, as duly appointed agent of the
Trustee.
(c) Notwithstanding the provisions of Section 2.01(b), in the event that in connection with any Mortgage Loan, if the Depositor
cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy
thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this
Agreement because of (i) a delay caused by the public recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for recordation, or (ii) a delay in the receipt of
certain information necessary to prepare the related assignments, the Depositor shall deliver or cause to be delivered to the Trustee
or the respective Custodian a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement.
The Depositor shall promptly cause to be recorded in the appropriate public office for real property records the Assignment
referred to in clause (iii) of Section 2.01(b), except (a) in states where, in an Opinion of Counsel acceptable to the Master
Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS is identified on the
Mortgage or on a properly recorded assignment of the Mortgage, as applicable, as the mortgagee of record solely as nominee for
Residential Funding and its successors and assigns. If any Assignment is lost or returned unrecorded to the Depositor because of any
defect therein, the Depositor shall prepare a substitute Assignment or cure such defect, as the case may be, and cause such
Assignment to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be delivered to the
applicable person described in Section 2.01(b), any Assignment or substitute Assignment (or copy thereof) recorded in connection with
this paragraph, with evidence of recording indicated thereon upon receipt thereof from the public recording office or from the
related Subservicer or Seller.
If the Depositor delivers to the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in blank, the Depositor
shall, or shall cause the Custodian to, complete the endorsement of the Mortgage Note and the Assignment of Mortgage in the name of
the Trustee in conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02.
In connection with the assignment of any Mortgage Loan registered on the MERS(R)System, the Depositor further agrees that it
will cause, at the Depositor's own expense, within 30 Business Days after the Closing Date, the MERS(R)System to indicate that such
Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the
Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement)
in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field"
which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it
will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in
this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased
in accordance with the terms of this Agreement.
(d) It is intended that the conveyances by the Depositor to the Trustee of the Mortgage Loans as provided for in this
Section 2.01 and the Uncertificated Regular Interests be construed as a sale by the Depositor to the Trustee of the Mortgage Loans and
the Uncertificated Regular Interests for the benefit of the Certificateholders. Further, it is not intended that any such conveyance
be deemed to be a pledge of the Mortgage Loans and the Uncertificated Regular Interests by the Depositor to the Trustee to secure a
debt or other obligation of the Depositor. Nonetheless, (a) this Agreement is intended to be and hereby is a security agreement
within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant by the Depositor to
the Trustee of a security interest in all of the Depositor's right (including the power to convey title thereto), title and interest,
whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans in
accordance with the terms thereof, (C) any Uncertificated Regular Interests and any and all general intangibles, payment intangibles,
accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices
of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting
of, arising from or relating to any of the foregoing, and (D) all proceeds of the conversion, voluntary or involuntary, of the
foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in the form of cash, instruments, securities or other property
and (2) an assignment by the Depositor to the Trustee of any security interest in any and all of Residential Funding's right
(including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by Residential Funding to the Depositor pursuant to the
Assignment Agreement; (c) the possession by the Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or such
other items of property as constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters
of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction as in
effect (including, without limitation, Sections 8-106, 9-313 and 9-106 thereof); and (d) notifications to persons holding such
property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, (as
applicable) the Trustee for the purpose of perfecting such security interest under applicable law.
The Depositor and, at the Depositor's direction, Residential Funding and the Trustee shall, to the extent consistent with
this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security
interest in the Mortgage Loans and the Uncertificated Regular Interests and the other property described above, such security
interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such
throughout the term of this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to
the Trustee not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded
for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary
under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans and the Uncertificated Regular Interests, as evidenced by an Officers' Certificate of the Depositor, including without
limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of Residential
Funding, the Depositor or the Trustee (such preparation and filing shall be at the expense of the Trustee, if occasioned by a change
in the Trustee's name), (2) any change of location of the place of business or the chief executive office of Residential Funding or
the Depositor, (3) any transfer of any interest of Residential Funding or the Depositor in any Mortgage Loan or (4) any transfer of
any interest of Residential Funding or the Depositor in any Uncertificated Regular Interests.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based solely upon
a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of the Trustee)
of the documents referred to in Section 2.01(b)(i) above (except that for purposes of such acknowledgement only, a Mortgage Note may
be endorsed in blank and an Assignment of Mortgage may be in blank) and declares that it, or the Custodian as its agent, holds and
will hold such documents and the other documents constituting a part of the Custodial Files delivered to it, or the Custodian as its
agent, in trust for the use and benefit of all present and future Certificateholders. The Trustee or Custodian (the Custodian being
so obligated under a Custodial Agreement) agrees, for the benefit of Certificateholders, to review each Custodial File delivered to
it pursuant to Section 2.01(b) within 90 days after the Closing Date to ascertain that all required documents (specifically as set
forth in Section 2.01(b)), have been executed and received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it, and to deliver to the Trustee a certificate (the "Interim
Certification") to the effect that all documents required to be delivered pursuant to Section 2.01(b) above have been executed and
received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan Schedule, except for any exceptions
listed on Schedule A attached to such Interim Certification. Upon delivery of the Custodial Files by the Depositor or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage Loans subject to a Custodial Agreement, and based
solely upon a receipt or certification executed by the Custodian, receipt by the respective Custodian as the duly appointed agent of
the Trustee) of the documents referred to in Section 2.01(b) above.
If the Custodian, as the Trustee's agent, finds any document or documents constituting a part of a Custodial File to be
missing or defective, upon receipt of notification from the Custodian as specified in the succeeding sentence, the Trustee shall
promptly so notify or cause the Custodian to notify the Master Servicer and the Depositor. Pursuant to Section 2.3 of the Custodial
Agreement, the Custodian will notify the Master Servicer, the Depositor and the Trustee of any such omission or defect found by it in
respect of any Custodial File held by it in respect of the items received by it pursuant to the Custodial Agreement. If such
omission or defect materially and adversely affects the interests in the related Mortgage Loan of the Certificateholders, the Master
Servicer shall promptly notify the related Subservicer or Seller of such omission or defect and request that such Subservicer or
Seller correct or cure such omission or defect within 60 days from the date the Master Servicer was notified of such omission or
defect and, if such Subservicer or Seller does not correct or cure such omission or defect within such period, that such Subservicer
or Seller purchase such Mortgage Loan from the Trust Fund at its Purchase Price, in either case within 90 days from the date the
Master Servicer was notified of such omission or defect; provided that if the omission or defect would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days
from the date such breach was discovered. The Purchase Price for any such Mortgage Loan shall be deposited or caused to be deposited
by the Master Servicer in the Custodial Account maintained by it pursuant to Section 3.07 and, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, Master Servicer, the Trustee or the Custodian, as the case may be, shall
release the contents of any related Mortgage File in its possession to the owner of such Mortgage Loan (or such owner's designee) and
the Trustee shall execute and deliver such instruments of transfer or assignment prepared by the Master Servicer, in each case
without recourse, as shall be necessary to vest in the Subservicer or Seller or its designee, as the case may be, any Mortgage Loan
released pursuant hereto and thereafter such Mortgage Loan shall not be part of the Trust Fund. In furtherance of the foregoing and
Section 2.04, if the Subservicer or Seller or Residential Funding that repurchases the Mortgage Loan is not a member of MERS and the
Mortgage is registered on the MERS(R)System, the Master Servicer, at its own expense and without any right of reimbursement, shall
cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to such
Subservicer or Seller or Residential Funding and shall cause such Mortgage to be removed from registration on the MERS(R)System in
accordance with MERS' rules and regulations. It is understood and agreed that the obligation of the Subservicer or Seller, to so
cure or purchase any Mortgage Loan as to which a material and adverse defect in or omission of a constituent document exists shall
constitute the sole remedy respecting such defect or omission available to Certificateholders or the Trustee on behalf of
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master Servicer and the Depositor.
(a) The Master Servicer hereby represents and warrants to the Trustee for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with the laws of each state in which any Mortgaged Property is located to the
extent necessary to ensure the enforceability of each Mortgage Loan in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's Certificate of Incorporation or Bylaws or constitute a material default (or an
event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the material breach of,
any material contract, agreement or other instrument to which the Master Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and delivery by the Trustee and the Depositor, constitutes a valid,
legal and binding obligation of the Master Servicer, enforceable against it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order or decree of any court or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely
affect the condition (financial or other) or operations of the Master Servicer or its properties or might have consequences that
would materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its obligations under this Agreement;
(vi) The Master Servicer shall comply in all material respects in the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished in writing or report delivered to the Depositor, any
Affiliate of the Depositor or the Trustee by the Master Servicer will, to the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary to make the information, certificate, statement or report not
misleading;
(viii) The Master Servicer has examined each existing, and will examine each new, Subservicing Agreement and is or will be familiar
with the terms thereof. The terms of each existing Subservicing Agreement and each designated Subservicer are acceptable to the
Master Servicer and any new Subservicing Agreements will comply with the provisions of Section 3.02;
(ix) The Master Servicer is a member of MERS in good standing, and will comply in all material respects with the rules and
procedures of MERS in connection with the servicing of the Mortgage Loans that are registered with MERS; and
(x) The Servicing Guide of the Master Servicer requires that the Subservicer for each Mortgage Loan accurately and fully reports
its borrower credit files to each of the Credit Repositories in a timely manner.
It is understood and agreed that the representations and warranties set forth in this Section 2.03(a) shall survive delivery of the
respective Custodial Files to the Trustee or the Custodian. Upon discovery by either the Depositor, the Master Servicer, the Trustee
or the Custodian of a breach of any representation or warranty set forth in this Section 2.03(a) which materially and adversely
affects the interests of the Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (the Custodian being so obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such breach in all material respects or (ii) to the
extent that such breach is with respect to a Mortgage Loan or a related document, purchase such Mortgage Loan from the Trust Fund at
the Purchase Price and in the manner set forth in Section 2.02; provided that if the breach would cause the Mortgage Loan to be other
than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within 90 days from
the date such breach was discovered. The obligation of the Master Servicer to cure such breach or to so purchase such Mortgage Loan
shall constitute the sole remedy in respect of a breach of a representation and warranty set forth in this Section 2.03(a) available
to the Certificateholders or the Trustee on behalf of the Certificateholders.
(b) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders that as of the Closing
Date (or, if otherwise specified below, as of the date so specified): (i) immediately prior to the conveyance of the Mortgage Loans
to the Trustee, the Depositor had good title to, and was the sole owner of, each Mortgage Loan free and clear of any pledge, lien,
encumbrance or security interest (other than rights to servicing and related compensation) and such conveyance validly transfers
ownership of the Mortgage Loans to the Trustee free and clear of any pledge, lien, encumbrance or security interest; and (ii) each
Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A) of the Code and Treasury Regulations
Section 1.860G-2(a)(1).
It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery
of the respective Custodial Files to the Trustee or the Custodian.
Upon discovery by any of the Depositor, the Master Servicer, the Trustee or the Custodian of a breach of any of the
representations and warranties set forth in this Section 2.03(b) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties (the
Custodian being so obligated under a Custodial Agreement); provided, however, that in the event of a breach of the representation and
warranty set forth in Section 2.03(b)(ii), the party discovering such breach shall give such notice within five days of discovery.
Within 90 days of its discovery or its receipt of notice of breach, the Depositor shall either (i) cure such breach in all material
respects or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set forth in Section 2.02;
provided that the Depositor shall have the option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan
if such substitution occurs within two years following the Closing Date; provided that if the omission or defect would cause the
Mortgage Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure, substitution or
repurchase must occur within 90 days from the date such breach was discovered. Any such substitution shall be effected by the
Depositor under the same terms and conditions as provided in Section 2.04 for substitutions by Residential Funding. It is understood
and agreed that the obligation of the Depositor to cure such breach or to so purchase or substitute for any Mortgage Loan as to which
such a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing, the Depositor shall not be
required to cure breaches or purchase or substitute for Mortgage Loans as provided in this Section 2.03(b) if the substance of the
breach of a representation set forth above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Depositor, as assignee of Residential Funding under the Assignment Agreement, hereby assigns to the Trustee for the
benefit of the Certificateholders all of its right, title and interest in respect of the Assignment Agreement applicable to a
Mortgage Loan as and to the extent set forth in the Assignment Agreement. Insofar as the Assignment Agreement relates to the
representations and warranties made by Residential Funding in respect of such Mortgage Loan and any remedies provided thereunder for
any breach of such representations and warranties, such right, title and interest may be enforced by the Master Servicer on behalf of
the Trustee and the Certificateholders. Upon the discovery by the Depositor, the Master Servicer, the Trustee or the Custodian of a
breach of any of the representations and warranties made in the Assignment Agreement in respect of any Mortgage Loan or of any
Repurchase Event which materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the other parties (the Custodian being so obligated under a Custodial
Agreement). The Master Servicer shall promptly notify Residential Funding of such breach or Repurchase Event and request that
Residential Funding either (i) cure such breach or Repurchase Event in all material respects within 90 days from the date the Master
Servicer was notified of such breach or Repurchase Event or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02.
Upon the discovery by the Depositor, the Master Servicer, the Trustee or the Custodian of a breach of any of such
representations and warranties set forth in the Assignment Agreement in respect of any Mortgage Loan which materially and adversely
affects the interests of the Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties (the Custodian being so obligated under a Custodial Agreement). The Master Servicer shall promptly
notify Residential Funding of such breach of a representation or warranty set forth in the Assignment Agreement and request that
Residential Funding either (i) cure such breach in all material respects within 90 days from the date the Master Servicer was
notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund within 90 days of the date of such written notice of
such breach at the Purchase Price and in the manner set forth in Section 2.02; provided that Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within two
years following the Closing Date; provided that if the breach would cause the Mortgage Loan to be other than a "qualified mortgage"
as defined in Section 860G(a)(3) of the Code, any such cure or substitution must occur within 90 days from the date the breach was
discovered. If the breach of representation and warranty that gave rise to the obligation to repurchase or substitute a Mortgage
Loan pursuant to Section 4 of the Assignment Agreement was the representation and warranty set forth in clause (xlvii) of Section 4
thereof, then the Master Servicer shall request that Residential Funding pay to the Trust Fund, concurrently with and in addition to
the remedies provided in the preceding sentence, an amount equal to any liability, penalty or expense that was actually incurred and
paid out of or on behalf of the Trust Fund, and that directly resulted from such breach, or if incurred and paid by the Trust Fund
thereafter, concurrently with such payment. In the event that Residential Funding elects to substitute a Qualified Substitute
Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver to the Trustee
for the benefit of the Certificateholders with respect to such Qualified Substitute Mortgage Loan or Loans, the original Mortgage
Note, the Mortgage, an Assignment of the Mortgage in recordable form, and such other documents and agreements as are required by
Section 2.01, with the Mortgage Note endorsed as required by Section 2.01. No substitution will be made in any calendar month after
the Determination Date for such month. Monthly Payments due with respect to Qualified Substitute Mortgage Loans in the month of
substitution shall not be part of the Trust Fund and will be retained by the Master Servicer and remitted by the Master Servicer to
Residential Funding on the next succeeding Distribution Date. For the month of substitution, distributions to the Certificateholders
will include the Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter Residential Funding shall be entitled
to retain all amounts received in respect of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be amended the
Mortgage Loan Schedule for the benefit of the Certificateholders to reflect the removal of such Deleted Mortgage Loan and the
substitution of the Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall deliver the amended Mortgage Loan
Schedule to the Trustee. Upon such substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of
this Agreement and the related Subservicing Agreement in all respects, Residential Funding shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage Loan (other than those of a statistical nature)
contained in the Assignment Agreement as of the date of substitution, and the covenants, representations and warranties set forth in
this Section 2.04, and in Section 2.03(b) hereof.
In connection with the substitution of one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage
Loans, the Master Servicer shall determine the amount (if any) by which the aggregate principal balance of all such Qualified
Substitute Mortgage Loans as of the date of substitution is less than the aggregate Stated Principal Balance of all such Deleted
Mortgage Loans (in each case after application of the principal portion of the Monthly Payments due in the month of substitution that
are to be distributed to the Certificateholders in the month of substitution). Residential Funding shall deposit or cause the
related Seller to deposit the amount of such shortfall into the Custodial Account on the day of substitution, without any
reimbursement therefor. Residential Funding shall give notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall and (subject to Section 10.01(f)) by an Opinion of
Counsel to the effect that such substitution will not cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code or (b) any portion of any REMIC created hereunder to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
It is understood and agreed that the obligation of Residential Funding to cure such breach or purchase (and in the case of
Residential Funding to substitute for) such Mortgage Loan as to which such a breach has occurred and is continuing and to make any
additional payments required under the Assignment Agreement in connection with a breach of the representation and warranty in clause
(xlvii) of Section 4 thereof shall constitute the sole remedy respecting such breach available to the Certificateholders or the
Trustee on behalf of the Certificateholders. If the Master Servicer is Residential Funding, then the Trustee shall also have the
right to give the notification and require the purchase or substitution provided for in the second preceding paragraph in the event
of such a breach of a representation or warranty made by Residential Funding in the Assignment Agreement. In connection with the
purchase of or substitution for any such Mortgage Loan by Residential Funding, the Trustee shall assign to Residential Funding all of
the Trustee's right, title and interest in respect of the Assignment Agreement applicable to such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates; Conveyance of REMIC-I Regular Interests.
(a) The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Custodial Files to it, or the
Custodian on its behalf, subject to any exceptions noted, together with the assignment to it of all other assets included in the
Trust Fund, receipt of which is hereby acknowledged. Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Depositor executed by an officer of the Depositor, has executed and caused to be authenticated and
delivered to or upon the order of the Depositor the Certificates in authorized denominations which evidence ownership of the entire
Trust Fund.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise
convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC I Regular
Interests and the REMIC II Regular Interests for the benefit of the holders of the Regular Certificates and Component III of the
Class R Certificates. The Trustee acknowledges receipt of the REMIC I Regular Interests and REMIC II Regular Interests (each of
which are uncertificated) and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders
of the Regular Certificates and Component III of the Class R Certificates. The interests evidenced by Component III of the Class R
Certificates, together with the Regular Certificates, constitute the entire beneficial ownership interest in REMIC III.
Section 2.06. Purposes and Powers of the Trust.
The purpose of the trust, as created hereunder, is to engage in the following activities:
(a) to sell the Certificates to the Depositor in exchange for the Mortgage Loans;
(b) to enter into and perform its obligations under this Agreement;
(c) to engage in those activities that are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith; and
(d) subject to compliance with this Agreement, to engage in such other activities as may be required in connection with
conservation of the Trust Fund and the making of distributions to the Certificateholders.
The trust is hereby authorized to engage in the foregoing activities. Notwithstanding the provisions of Section 11.01, the
trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the
terms of this Agreement while any Certificate is outstanding, and this Section 2.06 may not be amended, without the consent of the
Certificateholders evidencing a majority of the aggregate Voting Rights of the Certificates.
Section 2.07. Agreement Regarding Ability to Disclose.
The Depositor, the Master Servicer and the Trustee hereby agree that, notwithstanding any other express or implied agreement
to the contrary, any and all Persons, and any of their respective employees, representatives, and other agents may disclose,
immediately upon commencement of discussions, to any and all Persons, without limitation of any kind, the tax treatment and tax
structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to any of
them relating to such tax treatment and tax structure. For purposes of this paragraph, the terms "tax," "tax treatment," "tax
structure," and "tax benefit" are defined under Treasury Regulationss.1.6011-4(c).
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in accordance with the terms of this Agreement and the
respective Mortgage Loans, following such procedures as it would employ in its good faith business judgment and which are normal and
usual in its general mortgage servicing activities, and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary or desirable in connection with such servicing and
administration. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a
Subservicer is hereby authorized and empowered by the Trustee when the Master Servicer or the Subservicer, as the case may be,
believes it appropriate in its best judgment, to execute and deliver, on behalf of the Certificateholders and the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, or of consent to
assumption or modification in connection with a proposed conveyance, or of assignment of any Mortgage and Mortgage Note in connection
with the repurchase of a Mortgage Loan and all other comparable instruments, or with respect to the modification or re-recording of a
Mortgage for the purpose of correcting the Mortgage, the subordination of the lien of the Mortgage in favor of a public utility
company or government agency or unit with powers of eminent domain, the taking of a deed in lieu of foreclosure, the commencement,
prosecution or completion of judicial or non-judicial foreclosure, the conveyance of a Mortgaged Property to the related insurer, the
acquisition of any property acquired by foreclosure or deed in lieu of foreclosure, or the management, marketing and conveyance of
any property acquired by foreclosure or deed in lieu of foreclosure with respect to the Mortgage Loans and with respect to the
Mortgaged Properties. The Master Servicer further is authorized and empowered by the Trustee, on behalf of the Certificateholders
and the Trustee, in its own name or in the name of the Subservicer, when the Master Servicer or the Subservicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS(R)System, or cause the removal from the
registration of any Mortgage Loan on the MERS(R)System, to execute and deliver, on behalf of the Trustee and the Certificateholders or
any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording
of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any expenses incurred in
connection with the actions described in the preceding sentence shall be borne by the Master Servicer in accordance with
Section 3.16(c), with no right of reimbursement; provided, that if, as a result of MERS discontinuing or becoming unable to continue
operations in connection with the MERS(R)System, it becomes necessary to remove any Mortgage Loan from registration on the MERS(R)
System and to arrange for the assignment of the related Mortgages to the Trustee, then any related expenses shall be reimbursable to
the Master Servicer as set forth in Section 3.10(a)(ii). Notwithstanding the foregoing, subject to Section 3.07(a), the Master
Servicer shall not permit any modification with respect to any Mortgage Loan that would both constitute a sale or exchange of such
Mortgage Loan within the meaning of Section 1001 of the Code and any proposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such Mortgage Loan that is treated as a Principal Prepayment in
Full pursuant to Section 3.13(d) hereof) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code. The
Trustee shall furnish the Master Servicer with any powers of attorney and other documents necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. The Trustee shall not be liable for any action taken by the Master
Servicer or any Subservicer pursuant to such powers of attorney or other documents. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with this Agreement, comply with the Program Guide as if it
were the originator of such Mortgage Loan and had retained the servicing rights and obligations in respect thereof.
If the Mortgage relating to a Mortgage Loan did not have a lien senior to the Mortgage Loan on the related Mortgaged
Property as of the Cut-off Date, then the Master Servicer, in such capacity, may not consent to the placing of a lien senior to that
of the Mortgage on the related Mortgaged Property. If the Mortgage relating to a Mortgage Loan had a lien senior to the Mortgage
Loan on the related Mortgaged Property as of the Cut-off Date, then the Master Servicer, in such capacity, may consent to the
refinancing of the prior senior lien, provided that the following requirements are met:
(i) (A) the Mortgagor's debt-to-income ratio resulting from such refinancing is less than the original
debt-to-income ratio as set forth on the Mortgage Loan Schedule; provided, however, that in no instance shall the resulting Combined
Loan-to-Value Ratio ("Combined Loan-to-Value Ratio") of such Mortgage Loan be higher than that permitted by the Program Guide; or
(B) the resulting Combined Loan-to-Value Ratio of such Mortgage Loan is no higher than the Combined
Loan-to-Value Ratio prior to such refinancing; provided, however, if such refinanced mortgage loan is a "rate and term" mortgage loan
(meaning, the Mortgagor does not receive any cash from the refinancing), the Combined Loan-to-Value Ratio may increase to the extent
of either (x) the reasonable closing costs of such refinancing or (y) any decrease in the value of the related Mortgaged Property, if
the Mortgagor is in good standing as defined by the Program Guide;
(ii) the interest rate, or, in the case of an adjustable rate existing senior lien, the maximum interest rate,
for the loan evidencing the refinanced senior lien is no more than 2.0% higher than the interest rate or the maximum interest rate,
as the case may be, on the loan evidencing the existing senior lien immediately prior to the date of such refinancing; provided,
however (A) if the loan evidencing the existing senior lien prior to the date of refinancing has an adjustable rate and the loan
evidencing the refinanced senior lien has a fixed rate, then the current interest rate on the loan evidencing the refinanced senior
lien may be up to 2.0% higher than the then-current loan rate of the loan evidencing the existing senior lien and (B) if the loan
evidencing the existing senior lien prior to the date of refinancing has a fixed rate and the loan evidencing the refinanced senior
lien has an adjustable rate, then the maximum interest rate on the loan evidencing the refinanced senior lien shall be less than or
equal to (x) the interest rate on the loan evidencing the existing senior lien prior to the date of refinancing plus (y) 2.0%; and
(iii) the loan evidencing the refinanced senior lien is not subject to negative amortization.
(b) The Master Servicer shall, to the extent consistent with the servicing standards set forth herein, take whatever actions as
may be necessary to file a claim under or enforce or allow the Trustee to file a claim under or enforce any title insurance policy
with respect to any Mortgage Loan including, without limitation, joining in or causing any Seller or Subservicer (or any other party
in possession of any title insurance policy) to join in any claims process, negotiations, actions or proceedings necessary to make a
claim under or enforce any title insurance policy. Notwithstanding anything in this Agreement to the contrary, the Master Servicer
shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master
Servicer, reasonably foreseeable) make or permit any modification, waiver, or amendment of any term of any Mortgage Loan that would
both (i) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or final, temporary or proposed
Treasury regulations promulgated thereunder) (other than in connection with a proposed conveyance or assumption of such Mortgage Loan
that is treated as a Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and (ii) cause any REMIC formed hereunder to
fail to qualify as a REMIC under the Code or the imposition of any tax on "prohibited transactions" or "contributions" after the
startup date under the REMIC Provisions.
(c) In connection with servicing and administering the Mortgage Loans, the Master Servicer and any Affiliate of the Master
Servicer (i) may perform services such as appraisals and brokerage services that are customarily provided by Persons other than
servicers of mortgage loans, and shall be entitled to reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in the form of a "credit score" from a Credit
Repository.
(d) All costs incurred by the Master Servicer or by Subservicers in effecting the timely payment of taxes and assessments on the
properties subject to the Mortgage Loans shall not, for the purpose of calculating monthly distributions to the Certificateholders,
be added to the amount owing under the related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so permit, and
such costs shall be recoverable to the extent permitted by Section 3.10(a)(ii).
(e) The Master Servicer may enter into one or more agreements in connection with the offering of pass-through certificates
evidencing interests in one or more of the Certificates providing for the payment by the Master Servicer of amounts received by the
Master Servicer as servicing compensation hereunder and required to cover certain Prepayment Interest Shortfalls on the Mortgage
Loans, which payment obligation will thereafter be an obligation of the Master Servicer hereunder.
(f) The relationship of the Master Servicer (and of any successor to the Master Servicer) to the Depositor under this Agreement
is intended by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.
(g) The Master Servicer shall comply with the terms of Section 9 of the Assignment Agreement.
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers; Enforcement of Subservicers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements entered into by Residential Funding and Subservicers
prior to the execution and delivery of this Agreement, and may enter into new Subservicing Agreements with Subservicers, for the
servicing and administration of all or some of the Mortgage Loans. Each Subservicer shall be either (i) an institution the accounts
of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans, and
in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to
service are situated, if and to the extent required by applicable law to enable the Subservicer to perform its obligations hereunder
and under the Subservicing Agreement, and in either case shall be a Xxxxxxx Mac, Xxxxxx Xxx or HUD approved mortgage servicer. Each
Subservicer of a Mortgage Loan shall be entitled to receive and retain, as provided in the related Subservicing Agreement and in
Section 3.07, the related Subservicing Fee from payments of interest received on such Mortgage Loan after payment of all amounts
required to be remitted to the Master Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a Nonsubserviced
Mortgage Loan, the Master Servicer shall be entitled to receive and retain an amount equal to the Subservicing Fee from payments of
interest. Unless the context otherwise requires, references in this Agreement to actions taken or to be taken by the Master Servicer
in servicing the Mortgage Loans include actions taken or to be taken by a Subservicer on behalf of the Master Servicer. Each
Subservicing Agreement will be upon such terms and conditions as are generally required by, permitted by or consistent with the
Program Guide and are not inconsistent with this Agreement and as the Master Servicer and the Subservicer have agreed. With the
approval of the Master Servicer, a Subservicer may delegate its servicing obligations to third-party servicers, but such Subservicer
will remain obligated under the related Subservicing Agreement. The Master Servicer and a Subservicer may enter into amendments
thereto or a different form of Subservicing Agreement, and the form referred to or included in the Program Guide is merely provided
for information and shall not be deemed to limit in any respect the discretion of the Master Servicer to modify or enter into
different Subservicing Agreements; provided, however, that any such amendments or different forms shall be consistent with and not
violate the provisions of either this Agreement or the Program Guide in a manner which would materially and adversely affect the
interests of the Certificateholders. The Program Guide and any other Subservicing Agreement entered into between the Master Servicer
and any Subservicer shall require the Subservicer to accurately and fully report its borrower credit files to each of the Credit
Repositories in a timely manner.
(b) As part of its servicing activities hereunder, the Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall use its best reasonable efforts to enforce the obligations of each Subservicer under the related
Subservicing Agreement and of each Seller under the related Seller's Agreement, to the extent that the non-performance of any such
obligation would have a material and adverse effect on a Mortgage Loan, including, without limitation, the obligation to purchase a
Mortgage Loan on account of defective documentation, as described in Section 2.02, or on account of a breach of a representation or
warranty, as described in Section 2.04. Such enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master Servicer would employ in its good faith business
judgment and which are normal and usual in its general mortgage servicing activities. The Master Servicer shall pay the costs of
such enforcement at its own expense, and shall be reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loan or (ii) from a
specific recovery of costs, expenses or attorneys fees against the party against whom such enforcement is directed. For purposes of
clarification only, the parties agree that the foregoing is not intended to, and does not, limit the ability of the Master Servicer
to be reimbursed for expenses that are incurred in connection with the enforcement of a Seller's obligations and are reimbursable
pursuant to Section 3.10(a)(vii).
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing Agreement that may exist in accordance with the terms
and conditions of such Subservicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the
event of termination of any Subservicing Agreement by the Master Servicer or the Subservicer, the Master Servicer shall either act as
servicer of the related Mortgage Loan or enter into a Subservicing Agreement with a successor Subservicer which will be bound by the
terms of the related Subservicing Agreement. If the Master Servicer or any Affiliate of Residential Funding acts as servicer, it
will not assume liability for the representations and warranties of the Subservicer which it replaces. If the Master Servicer enters
into a Subservicing Agreement with a successor Subservicer, the Master Servicer shall use reasonable efforts to have the successor
Subservicer assume liability for the representations and warranties made by the terminated Subservicer in respect of the related
Mortgage Loans and, in the event of any such assumption by the successor Subservicer, the Master Servicer may, in the exercise of its
business judgment, release the terminated Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements
between the Master Servicer or a Subservicer or reference to actions taken through a Subservicer or otherwise, the Master Servicer
shall remain obligated and liable to the Trustee, and Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such obligation or liability by virtue of such Subservicing
Agreements or arrangements or by virtue of indemnification from the Subservicer or the Depositor and to the same extent and under the
same terms and conditions as if the Master Servicer alone were servicing and administering the Mortgage Loans. The Master Servicer
shall be entitled to enter into any agreement with a Subservicer or Seller for indemnification of the Master Servicer and nothing
contained in this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans
involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master
Servicer alone, and the Trustee and Certificateholders shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.06. The
foregoing provision shall not in any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage
Loan as referred to in Section 2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the master servicer (including by reason of an Event of
Default), the Trustee, as successor Master Servicer, its designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may have been entered into. The Trustee, its designee or
the successor servicer for the Trustee shall be deemed to have assumed all of the Master Servicer's interest therein and to have
replaced the Master Servicer as a party to the Subservicing Agreement to the same extent as if the Subservicing Agreement had been
assigned to the assuming party except that the Master Servicer shall not thereby be relieved of any liability or obligations under
the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the expense of the Master Servicer, deliver to the assuming
party all documents and records relating to each Subservicing Agreement and the Mortgage Loans then being serviced and an accounting
of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of each
Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any
related Primary Insurance Policy, follow such collection procedures as it would employ in its good faith business judgment and which
are normal and usual in its general mortgage servicing activities. Consistent with the foregoing, the Master Servicer or a
Subservicer may in its discretion (subject to the terms and conditions of the Assignment Agreement) (i) waive any late payment charge
or any prepayment charge or penalty interest in connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date for
payments due on a Mortgage Loan in accordance with the Program Guide, provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not impair the coverage of any related Primary Insurance Policy or materially
adversely affect the lien of the related Mortgage. Notwithstanding anything in this Section to the contrary, the Master Servicer or
any Subservicer shall not enforce any prepayment charge to the extent that such enforcement would violate any applicable law. In the
event of any such arrangement, the Master Servicer shall make timely advances on the related Mortgage Loan during the scheduled
period in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements
unless otherwise agreed to by the Holders of the Classes of Certificates affected thereby; provided, however, that no such extension
shall be made if any advance would be a Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master Servicer may
also waive, modify or vary any term of any Mortgage Loan or consent to the postponement of strict compliance with any such term or in
any manner grant indulgence to any Mortgagor if in the Master Servicer's determination such waiver, modification, postponement or
indulgence is not materially adverse to the interests of the Certificateholders (taking into account any estimated Realized Loss that
might result absent such action), provided, however, that the Master Servicer may not modify materially or permit any Subservicer to
modify any Mortgage Loan, including without limitation any modification that would change the Mortgage Rate, forgive the payment of
any principal or interest (unless in connection with the liquidation of the related Mortgage Loan or except in connection with
prepayments to the extent that such reamortization is not inconsistent with the terms of the Mortgage Loan), capitalize any amounts
owing on the Mortgage Loan by adding such amount to the outstanding principal balance of the Mortgage Loan, or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or, in the judgment of the Master Servicer, such default
is reasonably foreseeable. No such modification shall reduce the Mortgage Rate on a Mortgage Loan below the greater of (A) one-half
of the Mortgage Rate as in effect on the Cut-off Date and (B) one-half of the Mortgage Rate as in effect on the date of such
modification, but not less than the sum of the Servicing Fee Rate and the per annum rate at which the Subservicing Fee accrues. The
final maturity date for any Mortgage Loan shall not be extended beyond the Maturity Date. Also, the aggregate principal balance of
all Reportable Modified Mortgage Loans subject to Servicing Modifications (measured at the time of the Servicing Modification and
after giving effect to any Servicing Modification) can be no more than five percent of the aggregate principal balance of the
Mortgage Loans as of the Cut-off Date, provided, that such limit may be increased from time to time if each Rating Agency provides
written confirmation that an increase in excess of that limit will not reduce the rating assigned to any Class of Certificates by
such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency. In addition, any amounts owing on a Mortgage Loan added to the outstanding principal balance of such Mortgage
Loan must be fully amortized over the term of such Mortgage Loan, and such amounts may be added to the outstanding principal balance
of a Mortgage Loan only once during the life of such Mortgage Loan. Also, the addition of such amounts described in the preceding
sentence shall be implemented in accordance with the Program Guide and may be implemented only by Subservicers that have been
approved by the Master Servicer for such purposes. In connection with any Curtailment of a Mortgage Loan, the Master Servicer, to
the extent not inconsistent with the terms of the Mortgage Note and local law and practice, may permit the Mortgage Loan to be
re-amortized such that the Monthly Payment is recalculated as an amount that will fully amortize the remaining principal balance
thereof by the original maturity date based on the original Mortgage Rate; provided, that such reamortization shall not be permitted
if it would constitute a reissuance of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in which the Master Servicer shall deposit or cause to
be deposited on a daily basis, except as otherwise specifically provided herein, the following payments and collections remitted by
Subservicers or received by it in respect of the Mortgage Loans subsequent to the Cut-off Date (other than in respect of Monthly
Payments due before or in the month of the Cut-off Date):
(i) All payments on account of principal, including Principal Prepayments made by Mortgagors on the Mortgage Loans and the
principal component of any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO
Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage Rate on the Mortgage Loans, including the interest component of
any Subservicer Advance or of any REO Proceeds received in connection with an REO Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds, Subsequent Recoveries and Liquidation Proceeds (net of any related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section 2.02, 2.03, 2.04 or 4.07 (including amounts received from
Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or
expense that resulted from a breach of the representation and warranty set forth in clause (xlvii) of Section 4 of the Assignment
Agreement) and all amounts required to be deposited in connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04; and
(v) Any amounts required to be deposited pursuant to Section 3.07(c) and any payments or collections received in the nature of
prepayment charges.
The foregoing requirements for deposit in the Custodial Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments on the Mortgage Loans which are not part of the Trust Fund (consisting of Monthly
Payments due before or in the month of the Cut-off Date) and payments or collections consisting of late payment charges or assumption
fees may but need not be deposited by the Master Servicer in the Custodial Account. In the event any amount not required to be
deposited in the Custodial Account is so deposited, the Master Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding. The Custodial Account may contain funds that belong to one or more
trust funds created for mortgage pass-through certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to the Master Servicer or serviced or master serviced by it on behalf of others. Notwithstanding such
commingling of funds, the Master Servicer shall keep records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans. With respect to Insurance Proceeds, Liquidation
Proceeds, REO Proceeds, Subsequent Recoveries and the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02, 2.03,
2.04 and 4.07 received in any calendar month, the Master Servicer may elect to treat such amounts as included in the Available
Distribution Amount for the Distribution Date in the month of receipt, but is not obligated to do so. If the Master Servicer so
elects, such amounts will be deemed to have been received (and any related Realized Loss shall be deemed to have occurred) on the
last day of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution maintaining the Custodial Account to invest the
funds in the Custodial Account attributable to the Mortgage Loans in Permitted Investments which shall mature not later than the
Certificate Account Deposit Date next following the date of such investment (with the exception of the Amount Held for Future
Distribution) and which shall not be sold or disposed of prior to their maturities. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the Custodial Account by the Master Servicer out of its
own funds immediately as realized.
(d) The Master Servicer shall give written notice to the Trustee and the Depositor of any change in the location of the
Custodial Account and the location of the Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan pursuant to a Subservicing Agreement, the Master Servicer
shall cause the Subservicer, pursuant to the Subservicing Agreement, to establish and maintain one or more Subservicing Accounts
which shall be an Eligible Account or, if such account is not an Eligible Account, shall generally satisfy the requirements of the
Program Guide and be otherwise acceptable to the Master Servicer and each Rating Agency. The Subservicer will be required thereby to
deposit into the Subservicing Account on a daily basis all proceeds of Mortgage Loans received by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the extent permitted by the Subservicing Agreement. If the Subservicing
Account is not an Eligible Account, the Master Servicer shall be deemed to have received such monies upon receipt thereof by the
Subservicer. The Subservicer shall not be required to deposit in the Subservicing Account payments or collections in the nature of
late charges or assumption fees, or payments or collections received in the nature of prepayment charges to the extent that the
Subservicer is entitled to retain such amounts pursuant to the Subservicing Agreement. On or before the date specified in the
Program Guide, but in no event later than the Determination Date, the Master Servicer shall cause the Subservicer, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are required to be remitted to the Master Servicer. The
Subservicer will also be required, pursuant to the Subservicing Agreement, to advance on such scheduled date of remittance amounts
equal to any scheduled monthly installments of principal and interest less its Subservicing Fees on any Mortgage Loans for which
payment was not received by the Subservicer. This obligation to advance with respect to each Mortgage Loan will continue up to and
including the first of the month following the date on which the related Mortgaged Property is sold at a foreclosure sale or is
acquired by the Trust Fund by deed in lieu of foreclosure or otherwise. All such advances received by the Master Servicer shall be
deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing Agreement, to remit to the Master Servicer for deposit in
the Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the rate per annum at which the
Servicing Fee accrues in the case of a Modified Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied by the Subservicer to reduce the unpaid principal
balance of the related Mortgage Loan as of the first day of such month, from the date of application of such Curtailment to the first
day of the following month. Any amounts paid by a Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its withdrawal or order from time to time pursuant to
Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the Master Servicer shall for any Nonsubserviced Mortgage
Loan, and shall cause the Subservicers for Subserviced Mortgage Loans to, establish and maintain one or more Servicing Accounts and
deposit and retain therein all collections from the Mortgagors (or advances from Subservicers) for the payment of taxes, assessments,
hazard insurance premiums, Primary Insurance Policy premiums, if applicable, or comparable items for the account of the Mortgagors.
Each Servicing Account shall satisfy the requirements for a Subservicing Account and, to the extent permitted by the Program Guide or
as is otherwise acceptable to the Master Servicer, may also function as a Subservicing Account. Withdrawals of amounts related to
the Mortgage Loans from the Servicing Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance
premiums, Primary Insurance Policy premiums, if applicable, or comparable items, to reimburse the Master Servicer or Subservicer out
of related collections for any payments made pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and 3.12(a)
(with respect to hazard insurance), to refund to any Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and terminate the Servicing Account at the termination of
this Agreement in accordance with Section 9.01 or in accordance with the Program Guide. As part of its servicing duties, the Master
Servicer shall, and the Subservicers will, pursuant to the Subservicing Agreements, be required to pay to the Mortgagors interest on
funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the preceding subsection that are not timely paid by the
Mortgagors or advanced by the Subservicers on the date when the tax, premium or other cost for which such payment is intended is due,
but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class of Certificates legal for investment by federally
insured savings and loan associations, the Master Servicer shall provide, or cause the Subservicers to provide, to the Trustee, the
Office of Thrift Supervision or the FDIC and the supervisory agents and examiners thereof access to the documentation regarding the
Mortgage Loans required by applicable regulations of the Office of Thrift Supervision, such access being afforded without charge but
only upon reasonable request and during normal business hours at the offices designated by the Master Servicer. The Master Servicer
shall permit such representatives to photocopy any such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make withdrawals from the Custodial Account of amounts on
deposit therein pursuant to Section 3.07 that are attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate Account in the amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously unreimbursed Advances, Servicing Advances or other expenses
made pursuant to Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to the terms of this
Agreement, such withdrawal right being limited to amounts received on the related Mortgage Loans (including, for this purpose, REO
Proceeds, Insurance Proceeds, Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02, 2.03,
2.04 or 4.07) which represent (A) Late Collections of Monthly Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries of amounts in respect of which such advances were made in the case
of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in the remaining amount of such interest being interest at a rate per annum
equal to the Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) on the amount specified in the
amortization schedule of the related Mortgage Loan as the principal balance thereof at the beginning of the period respecting which
such interest was paid after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any interest or investment income earned on funds and other property
deposited in or credited to the Custodial Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding, the Depositor or any other appropriate Person, as the case
may be, with respect to each Mortgage Loan or property acquired in respect thereof that has been purchased or otherwise transferred
pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not required to be distributed to
Certificateholders as of the date on which the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, and any Advance or Servicing Advance made in connection with a modified Mortgage Loan that is in
default or, in the judgment of the Master Servicer, default is reasonably foreseeable pursuant to Section 3.07(a), to the extent the
amount of the Advance or Servicing Advance was added to the Stated Principal Balance of the Mortgage Loan in a prior calendar month;
(viii) to reimburse itself or the Depositor for expenses incurred by and reimbursable to it or the Depositor pursuant to
Section 3.01(a), 3.11, 3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any repurchase, substitution or
indemnification obligation of any Seller (other than the Depositor or an Affiliate of the Depositor) pursuant to the related Seller's
Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to Section 3.14 in good faith in connection with the restoration
of property damaged by an Uninsured Cause, and (b) in connection with the liquidation of a Mortgage Loan or disposition of an REO
Property to the extent not otherwise reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that was not required to be deposited therein pursuant to
Section 3.07, including any payoff fees or penalties or any other additional amounts payable to the Master Servicer or Subservicer
pursuant to the terms of the Mortgage Note.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii), (v) and (vi), the Master Servicer's entitlement
thereto is limited to collections or other recoveries on the related Mortgage Loan, the Master Servicer shall keep and maintain
separate accounting, on a Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from the Custodial
Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the related Subservicer for any advance made in respect of a
Mortgage Loan that the Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the Custodial Account of amounts
on deposit therein attributable to the Mortgage Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable Advance relating to an Advance made pursuant to
Section 4.04 on any such Certificate Account Deposit Date shall be limited to an amount not exceeding the portion of such advance
previously paid to Certificateholders (and not theretofore reimbursed to the Master Servicer or the related Subservicer).
Section 3.11. Maintenance of Primary Insurance Coverage.
(a) The Master Servicer shall not take, or permit any Subservicer to take, any action which would result in noncoverage under
any applicable Primary Insurance Policy of any loss which, but for the actions of the Master Servicer or Subservicer, would have been
covered thereunder. To the extent coverage is available, the Master Servicer shall keep or cause to be kept in full force and effect
each such Primary Insurance Policy until the principal balance of the related Mortgage Loan secured by a Mortgaged Property is
reduced to 80% or less of the Appraised Value at origination in the case of such a Mortgage Loan having a Loan-to-Value Ratio at
origination in excess of 80%, provided that such Primary Insurance Policy was in place as of the Cut-off Date and the Master Servicer
had knowledge of such Primary Insurance Policy. The Master Servicer shall not cancel or refuse to renew any such Primary Insurance
Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer canceling or refusing to renew any such Primary
Insurance Policy applicable to a Mortgage Loan subserviced by it, that is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is acceptable to each Rating Agency for mortgage
pass-through certificates having a rating equal to or better than the lower of the then-current rating or the rating assigned to the
Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer agrees to present
or to cause the related Subservicer to present, on behalf of the Master Servicer, the Subservicer, if any, the Trustee and
Certificateholders, claims to the insurer under any Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as shall be necessary to permit recovery under any Primary
Insurance Policies respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted to
the Master Servicer under any Primary Insurance Policies shall be deposited in the Custodial Account, subject to withdrawal pursuant
to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan fire insurance with extended coverage in an amount
which is equal to the lesser of the principal balance owing on such Mortgage Loan (together with the principal balance of any
mortgage loan secured by a lien that is senior to the Mortgage Loan) or 100% of the insurable value of the improvements; provided,
however, that such coverage may not be less than the minimum amount required to fully compensate for any loss or damage on a
replacement cost basis. To the extent it may do so without breaching the related Subservicing Agreement, the Master Servicer shall
replace any Subservicer that does not cause such insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed in lieu of foreclosure, of any Mortgage Loan, fire
insurance with extended coverage in an amount which is at least equal to the amount necessary to avoid the application of any
co-insurance clause contained in the related hazard insurance policy. Pursuant to Section 3.07, any amounts collected by the Master
Servicer under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in accordance with the Master Servicer's normal servicing procedures)
shall be deposited in the Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the purpose of calculating monthly distributions to Certificateholders, be
added to the amount owing under the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the Mortgagor or out of Insurance Proceeds and Liquidation
Proceeds to the extent permitted by Section 3.10. It is understood and agreed that no earthquake or other additional insurance is to
be required of any Mortgagor or maintained on property acquired in respect of a Mortgage Loan other than pursuant to such applicable
laws and regulations as shall at any time be in force and as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan are located at the time of origination of such Mortgage Loan in a federally designated special flood hazard
area, the Master Servicer shall cause flood insurance (to the extent available) to be maintained in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such insurance available for the related Mortgaged Property under
the national flood insurance program (assuming that the area in which such Mortgaged Property is located is participating in such
program).
In the event that the Master Servicer shall obtain and maintain a blanket fire insurance policy with extended coverage
insuring against hazard losses on all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its obligations as set
forth in the first sentence of this Section 3.12(a), it being understood and agreed that such policy may contain a deductible clause,
in which case the Master Servicer shall, in the event that there shall not have been maintained on the related Mortgaged Property a
policy complying with the first sentence of this Section 3.12(a) and there shall have been a loss which would have been covered by
such policy, deposit in the Certificate Account the amount not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate Account Deposit Date next preceding the
Distribution Date which occurs in the month following the month in which payments under any such policy would have been deposited in
the Custodial Account. In connection with its activities as administrator and servicer of the Mortgage Loans, the Master Servicer
agrees to present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and keep in full force and effect throughout the term of
this Agreement a blanket fidelity bond and an errors and omissions insurance policy covering the Master Servicer's officers and
employees and other persons acting on behalf of the Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be required by Xxxxxx Xxx or Xxxxxxx Mac, whichever is greater,
with respect to the Master Servicer if the Master Servicer were servicing and administering the Mortgage Loans for Xxxxxx Mae or
Xxxxxxx Mac. In the event that any such bond or policy ceases to be in effect, the Master Servicer shall obtain a comparable
replacement bond or policy from an issuer or insurer, as the case may be, meeting the requirements, if any, of the Program Guide and
acceptable to the Depositor. Coverage of the Master Servicer under a policy or bond obtained by an Affiliate of the Master Servicer
and providing the coverage required by this Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master Servicer or Subservicer, to the extent it has knowledge
of such conveyance, shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage, to the extent permitted under
applicable law and governmental regulations, but only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing: (i) the Master Servicer shall not be deemed to be in
default under this Section 3.13(a) by reason of any transfer or assumption which the Master Servicer is restricted by law from
preventing; and (ii) if the Master Servicer determines that it is reasonably likely that any Mortgagor will bring, or if any
Mortgagor does bring, legal action to declare invalid or otherwise avoid enforcement of a due-on-sale clause contained in any
Mortgage Note or Mortgage, the Master Servicer shall not be required to enforce the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's or related Subservicer's duty to enforce any due-on-sale clause to the extent set forth in
Section 3.13(a), in any case in which a Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person is to enter
into an assumption or modification agreement or supplement to the Mortgage Note or Mortgage which requires the signature of the
Trustee, or if an instrument of release signed by the Trustee is required releasing the Mortgagor from liability on the Mortgage
Loan, the Master Servicer is authorized, subject to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the Mortgaged Property is to be conveyed and such
modification agreement or supplement to the Mortgage Note or Mortgage or other instruments as are reasonable or necessary to carry
out the terms of the Mortgage Note or Mortgage or otherwise to comply with any applicable laws regarding assumptions or the transfer
of the Mortgaged Property to such Person; provided, however, none of such terms and requirements shall both constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under the Code (or final, temporary or proposed Treasury
regulations promulgated thereunder) and cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the
imposition of any tax on "prohibited transactions" or "contributions" after the Startup Date under the REMIC Provisions. The Master
Servicer shall execute and deliver such documents only if it reasonably determines that (i) its execution and delivery thereof will
not conflict with or violate any terms of this Agreement or cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of insurers under any Required Insurance Policies have been obtained
and (iii) subsequent to the closing of the transaction involving the assumption or transfer (A) the Mortgage Loan will continue to be
secured by a first mortgage lien (or, with respect to any junior lien, a junior lien of the same priority in relation to any senior
lien on such Mortgage Loan) pursuant to the terms of the Mortgage, (B) such transaction will not adversely affect the coverage under
any Required Insurance Policies, (C) the Mortgage Loan will fully amortize over the remaining term thereof, (D) no material term of
the Mortgage Loan (including the interest rate on the Mortgage Loan) will be altered nor will the term of the Mortgage Loan be
changed and (E) if the seller/transferor of the Mortgaged Property is to be released from liability on the Mortgage Loan, the
buyer/transferee of the Mortgaged Property would be qualified to assume the Mortgage Loan based on generally comparable credit
quality and such release will not (based on the Master Servicer's or related Subservicer's good faith determination) adversely affect
the collectability of the Mortgage Loan. Upon receipt of appropriate instructions from the Master Servicer in accordance with the
foregoing, the Trustee shall execute any necessary instruments for such assumption or substitution of liability as directed by the
Master Servicer. Upon the closing of the transactions contemplated by such documents, the Master Servicer shall cause the originals
or true and correct copies of the assumption agreement, the release (if any), or the modification or supplement to the Mortgage Note
or Mortgage to be deposited with the Mortgage File for such Mortgage Loan. Any fee collected by the Master Servicer or such related
Subservicer for entering into an assumption or substitution of liability agreement will be retained by the Master Servicer or such
related Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be, shall be entitled to approve a request from a Mortgagor
for a partial release of the related Mortgaged Property, the granting of an easement thereon in favor of another Person, any
alteration or demolition of the related Mortgaged Property or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the
timely and full collectability of, such Mortgage Loan would not be adversely affected thereby and that any REMIC created hereunder
would not fail to continue to qualify as a REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the Startup Date would be imposed on any REMIC created hereunder as a result
thereof. Any fee collected by the Master Servicer or the related Subservicer for processing such a request will be retained by the
Master Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement, the Trustee and Master Servicer shall be entitled to
approve an assignment in lieu of satisfaction with respect to any Mortgage Loan, provided the obligee with respect to such Mortgage
Loan following such proposed assignment provides the Trustee and Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit M, in form and substance satisfactory to the Trustee and Master Servicer,
providing the following: (i) that the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an
assignment in lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction; (ii) that the substance of the assignment is, and is
intended to be, a refinancing of such Mortgage Loan and that the form of the transaction is solely to comply with, or facilitate the
transaction under, such local laws; (iii) that the Mortgage Loan following the proposed assignment will have a rate of interest more
than the greater of (A) 3% and (B) 5% of the annual yield of the unmodified Mortgage Loan, below or above the rate of interest on
such Mortgage Loan prior to such proposed assignment; and (iv) that such assignment is at the request of the borrower under the
related Mortgage Loan. Upon approval of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master Servicer
shall receive cash in an amount equal to the unpaid principal balance of and accrued interest on such Mortgage Loan, and the Master
Servicer shall treat such amount as a Principal Prepayment in Full with respect to such Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably convert (which may include an REO Acquisition) the
ownership of properties securing such of the Mortgage Loans as come into and continue in default and as to which no satisfactory
arrangements can be made for collection of delinquent payments pursuant to Section 3.07. Alternatively, the Master Servicer may take
other actions in respect of a defaulted Mortgage Loan, which may include (i) accepting a short sale (a payoff of the Mortgage Loan
for an amount less than the total amount contractually owed in order to facilitate a sale of the Mortgaged Property by the Mortgagor)
or permitting a short refinancing (a payoff of the Mortgage Loan for an amount less than the total amount contractually owed in order
to facilitate refinancing transactions by the Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for a
repayment plan or (iii) agreeing to a modification in accordance with Section 3.07. In connection with such foreclosure or other
conversion or action, the Master Servicer shall, consistent with Section 3.11, follow such practices and procedures as it shall deem
necessary or advisable, as shall be normal and usual in its general mortgage servicing activities and as shall be required or
permitted by the Program Guide; provided that the Master Servicer shall not be liable in any respect hereunder if the Master Servicer
is acting in connection with any such foreclosure or other conversion or action in a manner that is consistent with the provisions of
this Agreement. The Master Servicer, however, shall not be required to expend its own funds or incur other reimbursable charges in
connection with any foreclosure, or attempted foreclosure which is not completed, or towards the correction of any default on a
related senior mortgage loan, or towards the restoration of any property unless it shall determine (i) that such restoration and/or
foreclosure will increase the proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one or more Classes after
reimbursement to itself for such expenses or charges and (ii) that such expenses and charges will be recoverable to it through
Liquidation Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have priority for purposes of withdrawals from
the Custodial Account pursuant to Section 3.10, whether or not such expenses and charges are actually recoverable from related
Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of such a determination by the Master Servicer pursuant to
this Section 3.14(a), the Master Servicer shall be entitled to reimbursement of its funds so expended pursuant to Section 3.10. In
addition, the Master Servicer may pursue any remedies that may be available in connection with a breach of a representation and
warranty with respect to any such Mortgage Loan in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not
required to continue to pursue both foreclosure (or similar remedies) with respect to the Mortgage Loans and remedies in connection
with a breach of a representation and warranty if the Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO Disposition,
following the deposit in the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other payments and recoveries
referred to in the definition of "Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or the Custodian, as the case may be, shall release to the
Master Servicer the related Custodial File and the Trustee shall execute and deliver such instruments of transfer or assignment
prepared by the Master Servicer, in each case without recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of this Agreement, in the Master Servicer's sole discretion with respect to any
defaulted Mortgage Loan or REO Property as to either of the following provisions, (i) a Cash Liquidation or REO Disposition may be
deemed to have occurred if substantially all amounts expected by the Master Servicer to be received in connection with the related
defaulted Mortgage Loan or REO Property have been received, and (ii) for purposes of determining the amount of any Liquidation
Proceeds, Insurance Proceeds, REO Proceeds or other unscheduled collections or the amount of any Realized Loss, the Master Servicer
may take into account minimal amounts of additional receipts expected to be received or any estimated additional liquidation expenses
expected to be incurred in connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the Trust Fund as an REO Property by foreclosure or by deed
in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee or to its nominee on behalf of
Certificateholders. Notwithstanding any such acquisition of title and cancellation of the related Mortgage Loan, such REO Property
shall (except as otherwise expressly provided herein) be considered to be an Outstanding Mortgage Loan held in the Trust Fund until
such time as the REO Property shall be sold. Consistent with the foregoing for purposes of all calculations hereunder so long as
such REO Property shall be considered to be an Outstanding Mortgage Loan it shall be assumed that, notwithstanding that the
indebtedness evidenced by the related Mortgage Note shall have been discharged, such Mortgage Note and the related amortization
schedule in effect at the time of any such acquisition of title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any moratorium or similar waiver or grace period) remain in
effect.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid or otherwise in connection with a default or
imminent default on a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of such REO Property as soon as
practicable, giving due consideration to the interests of the Certificateholders, but in all cases, within three full years after the
taxable year of its acquisition by the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter period as may be
necessary under applicable state (including any state in which such property is located) law to maintain the status of each REMIC
created hereunder as a REMIC under applicable state law and avoid taxes resulting from such property failing to be foreclosure
property under applicable state law) or, at the expense of the Trust Fund, request, more than 60 days before the day on which such
grace period would otherwise expire, an extension of such grace period unless the Master Servicer (subject to Section 10.01(f))
obtains for the Trustee an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the effect that the holding by
the Trust Fund of such REO Property subsequent to such period will not result in the imposition of taxes on "prohibited transactions"
as defined in Section 860F of the Code or cause any REMIC created hereunder to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any Certificates are outstanding, in which case the Trust Fund may
continue to hold such REO Property (subject to any conditions contained in such Opinion of Counsel). The Master Servicer shall be
entitled to be reimbursed from the Custodial Account for any costs incurred in obtaining such Opinion of Counsel, as provided in
Section 3.10. Notwithstanding any other provision of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that
would (i) cause such REO Property to fail to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of the Code
or (ii) subject any REMIC created hereunder to the imposition of any federal income taxes on the income earned from such REO
Property, including any taxes imposed by reason of Section 860G(c) of the Code, unless the Master Servicer has agreed to indemnify
and hold harmless the Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or repurchase of any Mortgage Loan pursuant to the terms
of this Agreement, as well as any recovery (other than Subsequent Recoveries) resulting from a collection of Liquidation Proceeds,
Insurance Proceeds or REO Proceeds, will be applied in the following order of priority: first, to reimburse the Master Servicer or
the related Subservicer in accordance with Section 3.10(a)(ii); second, to the Certificateholders to the extent of accrued and unpaid
interest on the Mortgage Loan, and any related REO Imputed Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan), to the Due Date in the related Due Period prior to the Distribution Date on which such amounts
are to be distributed; third, to the Certificateholders as a recovery of principal on the Mortgage Loan (or REO Property); fourth, to
all Servicing Fees and Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer shall have no claims for any
deficiencies with respect to such fees which result from the foregoing allocation); and fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose obligors is not a United States Person, in connection with
any foreclosure or acquisition of a deed in lieu of foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the
Master Servicer shall cause compliance with the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor thereto)
necessary to assure that no withholding tax obligation arises with respect to the proceeds of such foreclosure except to the extent,
if any, that proceeds of such foreclosure are required to be remitted to the obligors on such Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Custodial Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or upon the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for such purposes, the Master Servicer shall immediately
notify the Trustee (if it holds the related Custodial File) or the Custodian by a certification of a Servicing Officer (which
certification shall include a statement to the effect that all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to Section 3.07 have been or will be so deposited),
substantially in the form attached hereto as Exhibit G, or, in the case of a Custodian, an electronic request in a form acceptable to
the Custodian, requesting delivery to it of the Custodial File. Upon receipt of such certification and request, the Trustee shall
promptly release, or cause the Custodian to release, the related Custodial File to the Master Servicer. The Master Servicer is
authorized to execute and deliver to the Mortgagor the request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with the Mortgage Note with, as appropriate, written
evidence of cancellation thereon and to cause the removal from the registration on the MERS(R)System of such Mortgage and to execute
and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of satisfaction or
cancellation or of partial or full release, including any applicable UCC termination statements. No expenses incurred in connection
with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of any Mortgage Loan, the Master Servicer shall deliver
to the Custodian, with a copy to the Trustee, a certificate of a Servicing Officer substantially in the form attached as Exhibit G
hereto, or, in the case of a Custodian, an electronic request in a form acceptable to the Custodian, requesting that possession of
all, or any document constituting part of, the Custodial File be released to the Master Servicer and certifying as to the reason for
such release and that such release will not invalidate any insurance coverage provided in respect of the Mortgage Loan under any
Required Insurance Policy. Upon receipt of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver, the
Custodial File or any document therein to the Master Servicer. The Master Servicer shall cause each Custodial File or any document
therein so released to be returned to the Trustee, or the Custodian as agent for the Trustee when the need therefor by the Master
Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Custodial File or such document has been delivered directly or through
a Subservicer to an attorney, or to a public trustee or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged Property either judicially or non-judicially, and the
Master Servicer has delivered directly or through a Subservicer to the Trustee a certificate of a Servicing Officer certifying as to
the name and address of the Person to which such Custodial File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Trustee shall deliver the Request for Release with respect thereto
to the Master Servicer upon the Trustee's receipt of notification from the Master Servicer of the deposit of the related Liquidation
Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall execute and deliver to the Master Servicer, if necessary,
any court pleadings, requests for trustee's sale or other documents necessary to the foreclosure or trustee's sale in respect of a
Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Mortgage Note or Mortgage or otherwise
available at law or in equity. Together with such documents or pleadings (if signed by the Trustee), the Master Servicer shall
deliver to the Trustee a certificate of a Servicing Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof by the Trustee
shall not invalidate any insurance coverage under any Required Insurance Policy or invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder, shall be entitled to receive on each Distribution Date
the amounts provided for by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e) below. The amount of
servicing compensation provided for in such clauses shall be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event
that Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts reimbursable therefrom pursuant to
Section 3.10(a)(ii)) in respect of a Cash Liquidation or REO Disposition exceed the unpaid principal balance of such Mortgage Loan
plus unpaid interest accrued thereon (including REO Imputed Interest) at a per annum rate equal to the related Net Mortgage Rate (or
the Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master Servicer shall be entitled to retain therefrom
and to pay to itself and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or Subservicing Fee considered to
be accrued but unpaid.
(b) Additional servicing compensation in the form of assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by the Master Servicer or the Subservicer to the extent
provided herein, subject to clause (e) below. Prepayment charges shall be deposited into the Certificate Account and shall be paid
on each Distribution Date to the holders of the Class SB Certificates.
(c) The Master Servicer shall be required to pay, or cause to be paid, all expenses incurred by it in connection with its
servicing activities hereunder (including payment of premiums for the Primary Insurance Policies, if any, to the extent such premiums
are not required to be paid by the related Mortgagors, and the fees and expenses of the Trustee and the Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not be transferred in whole or in part except in
connection with the transfer of all of its responsibilities and obligations of the Master Servicer under this Agreement.
(e) Notwithstanding clauses (a) and (b) above, the amount of servicing compensation that the Master Servicer shall be entitled
to receive for its activities hereunder for the period ending on each Distribution Date shall be reduced (but not below zero) by the
amount of Compensating Interest (if any) for such Distribution Date used to cover Prepayment Interest Shortfalls as provided in
Section 3.16(f) below. Such reduction shall be applied during such period as follows: first, to any Servicing Fee or Subservicing Fee
to which the Master Servicer is entitled pursuant to Section 3.10(a)(iii); and second, to any income or gain realized from any
investment of funds held in the Custodial Account or the Certificate Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(c), respectively. In making such reduction, the Master Servicer shall not withdraw from the Custodial
Account any such amount representing all or a portion of the Servicing Fee to which it is entitled pursuant to Section 3.10(a)(iii)
and shall not withdraw from the Custodial Account or Certificate Account any such amount to which it is entitled pursuant to
Section 3.07(c) or 4.01(c).
(f) With respect to any Distribution Date, Prepayment Interest Shortfalls on the Mortgage Loans will be covered first, by the
Master Servicer, but only to the extent such Prepayment Interest Shortfalls do not exceed Eligible Master Servicing Compensation.
(g) With respect to any Distribution Date, Compensating Interest derived from a particular Loan Group shall be used on such
Distribution Date to cover any Prepayment Interest Shortfalls in such Loan Group and then to cover any Prepayment Interest Shortfalls
on the other Loan Group, in the same manner and priority as Excess Cash Flow would cover such shortfalls pursuant to Section 4.02.
Section 3.17. Reports to the Trustee and the Depositor.
Not later than fifteen days after it receives a written request from the Trustee or the Depositor, the Master Servicer shall
forward to the Trustee and the Depositor a statement, certified by a Servicing Officer, setting forth the status of the Custodial
Account as of the close of business on such Distribution Date as it relates to the Mortgage Loans and showing, for the period covered
by such statement, the aggregate of deposits in or withdrawals from the Custodial Account in respect of the Mortgage Loans for each
category of deposit specified in Section 3.07 and each category of withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance and Servicing Assessment.
The Master Servicer shall deliver to the Depositor and the Trustee on or before the earlier of (a) March 31 of each year or
(b) with respect to any calendar year during which the Depositor's annual report on Form 10-K is required to be filed in accordance
with the Exchange Act and the rules and regulations of the Commission, the date on which the annual report on Form 10-K is required
to be filed in accordance with the Exchange Act and the rules and regulations of the Commission, (i) a servicing assessment as
described in Section 4.03(f)(ii) and (ii) a servicer compliance statement, signed by an authorized officer of the Master Servicer, as
described in Items 1122(a), 1122(b) and 1123 of Regulation AB, to the effect that:
(A) A review of the Master Servicer's activities during the reporting period and of its performance under this
Agreement has been made under such officer's supervision.
(B) To the best of such officer's knowledge, based on such review, the Master Servicer has fulfilled all of its
obligations under this Agreement in all material respects throughout the reporting period or, if there has been a failure to fulfill
any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof.
The Master Servicer shall use commercially reasonable efforts to obtain from all other parties participating in the
servicing function any additional certifications required under Item 1123 of Regulation AB to the extent required to be included in a
Report on Form 10-K; provided, however, that a failure to obtain such certifications shall not be a breach of the Master Servicer's
duties hereunder if any such party fails to deliver such a certification.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before the earlier of (a) March 31 of each year or (b) with respect to any calendar year during which the Depositor's
annual report on Form 10-K is required to be filed in accordance with the Exchange Act and the rules and regulations of the
Commission, the date on which the annual report is required to be filed in accordance with the Exchange Act and the rules and
regulations of the Commission, the Master Servicer at its expense shall cause a firm of independent public accountants, which shall
be members of the American Institute of Certified Public Accountants, to furnish to the Depositor and the Trustee the attestation
required under Item 1122(b) of Regulation AB. In rendering such statement, such firm may rely, as to matters relating to the direct
servicing of mortgage loans by Subservicers, upon comparable statements for examinations conducted by independent public accountants
substantially in accordance with standards established by the American Institute of Certified Public Accountants (rendered within one
year of such statement) with respect to such Subservicers.
Section 3.20. Right of the Depositor in Respect of the Master Servicer.
The Master Servicer shall afford the Depositor and the Trustee, upon reasonable notice, during normal business hours access
to all records maintained by the Master Servicer in respect of its rights and obligations hereunder and access to officers of the
Master Servicer responsible for such obligations. Upon request, the Master Servicer shall furnish the Depositor with its most recent
financial statements and such other information as the Master Servicer possesses regarding its business, affairs, property and
condition, financial or otherwise. The Master Servicer shall also cooperate with all reasonable requests for information including,
but not limited to, notices, tapes and copies of files, regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Depositor or Residential Funding. The Depositor may enforce the obligation of the Master Servicer
hereunder and may, but it is not obligated to, perform or cause a designee to perform, any defaulted obligation of the Master
Servicer hereunder or exercise the rights of the Master Servicer hereunder; provided that the Master Servicer shall not be relieved
of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. Neither the Depositor nor the
Trustee shall have the responsibility or liability for any action or failure to act by the Master Servicer and they are not obligated
to supervise the performance of the Master Servicer under this Agreement or otherwise.
Section 3.21. [Reserved].
Section 3.22. Advance Facility.
(a) The Master Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an
"Advance Facility") under which (1) the Master Servicer sells, assigns or pledges to another Person (an "Advancing Person") the Master
Servicer's rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees
to fund some or all Advances and/or Servicing Advances required to be made by the Master Servicer pursuant to this Agreement. No
consent of the Depositor, the Trustee, the Certificateholders or any other party shall be required before the Master Servicer may
enter into an Advance Facility. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund
Advances and/or Servicing Advances on the Master Servicer's behalf, the Master Servicer shall remain obligated pursuant to this
Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement. If the Master Servicer enters into
an Advance Facility, and for so long as an Advancing Person remains entitled to receive reimbursement for any Advances including
Nonrecoverable Advances ("Advance Reimbursement Amounts") and/or Servicing Advances including Nonrecoverable Advances ("Servicing
Advance Reimbursement Amounts" and together with Advance Reimbursement Amounts, "Reimbursement Amounts") (in each case to the extent
such type of Reimbursement Amount is included in the Advance Facility), as applicable, pursuant to this Agreement, then the Master
Servicer shall identify such Reimbursement Amounts consistent with the reimbursement rights set forth in Section 3.10(a)(ii) and
(vii) and remit such Reimbursement Amounts in accordance with this Section 3.22 or otherwise in accordance with the documentation
establishing the Advance Facility to such Advancing Person or to a trustee, agent or custodian (an "Advance Facility Trustee")
designated by such Advancing Person in an Advance Facility Notice described below in Section 3.22(b). Notwithstanding the foregoing,
if so required pursuant to the terms of the Advance Facility, the Master Servicer may direct, and if so directed in writing, the
Trustee is hereby authorized to and shall pay to the Advance Facility Trustee the Reimbursement Amounts identified pursuant to the
preceding sentence. An Advancing Person whose obligations hereunder are limited to the funding of Advances and/or Servicing Advances
shall not be required to meet the qualifications of a Master Servicer or a Subservicer pursuant to Section 3.02(a) or 6.02(c) hereof
and shall not be deemed to be a Subservicer under this Agreement. Notwithstanding anything to the contrary herein, in no event shall
Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in the Available Distribution Amount or
distributed to Certificateholders.
(b) If the Master Servicer enters into an Advance Facility and makes the election set forth in Section 3.22(a), the
Master Servicer and the related Advancing Person shall deliver to the Trustee a written notice and payment instruction (an "Advance
Facility Notice"), providing the Trustee with written payment instructions as to where to remit Advance Reimbursement Amounts and/or
Servicing Advance Reimbursement Amounts (each to the extent such type of Reimbursement Amount is included within the Advance
Facility) on subsequent Distribution Dates. The payment instruction shall require the applicable Reimbursement Amounts to be
distributed to the Advancing Person or to an Advance Facility Trustee designated in the Advance Facility Notice. An Advance Facility
Notice may only be terminated by the joint written direction of the Master Servicer and the related Advancing Person (and any related
Advance Facility Trustee).
(c) Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances made with
respect to the Mortgage Loans for which the Master Servicer would be permitted to reimburse itself in accordance with
Section 3.10(a)(ii) and (vii) hereof, assuming the Master Servicer or the Advancing Person had made the related Advance(s) and/or
Servicing Advance(s). Notwithstanding the foregoing, except with respect to reimbursement of Nonrecoverable Advances as set forth in
Section 3.10(c) of this Agreement, no Person shall be entitled to reimbursement from funds held in the Collection Account for future
distribution to Certificateholders pursuant to this Agreement. Neither the Depositor nor the Trustee shall have any duty or
liability with respect to the calculation of any Reimbursement Amount, nor shall the Depositor or the Trustee have any responsibility
to track or monitor the administration of the Advance Facility and the Depositor shall not have any responsibility to track, monitor
or verify the payment of Reimbursement Amounts to the related Advancing Person or Advance Facility Trustee. The Master Servicer shall
maintain and provide to any successor master servicer a detailed accounting on a loan-by-loan basis as to amounts advanced by, sold,
pledged or assigned to, and reimbursed to any Advancing Person. The successor master servicer shall be entitled to rely on any such
information provided by the Master Servicer, and the successor master servicer shall not be liable for any errors in such information.
(d) Upon the direction of and at the expense of the Master Servicer, the Trustee agrees to execute such acknowledgments,
certificates, and other documents reasonably satisfactory to the Trustee provided by the Master Servicer and reasonably satisfactory
to the Trustee recognizing the interests of any Advancing Person or Advance Facility Trustee in such Reimbursement Amounts as the
Master Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.22, and such other documents in
connection with such Advance Facility as may be reasonably requested from time to time by any Advancing Person or Advance Facility
Trustee and reasonably satisfactory to the Trustee.
(e) Reimbursement Amounts collected with respect to each Mortgage Loan shall be allocated to outstanding unreimbursed
Advances or Servicing Advances (as the case may be) made with respect to that Mortgage Loan on a "first-in, first out" ("FIFO")
basis, subject to the qualifications set forth below:
(i) Any successor Master Servicer to Residential Funding (a "Successor Master Servicer") and the Advancing Person or
Advance Facility Trustee shall be required to apply all amounts available in accordance with this Section 3.22(e) to the
reimbursement of Advances and Servicing Advances in the manner provided for herein; provided, however, that after the succession of a
Successor Master Servicer, (A) to the extent that any Advances or Servicing Advances with respect to any particular Mortgage Loan are
reimbursed from payments or recoveries, if any, from the related Mortgagor, and Liquidation Proceeds or Insurance Proceeds, if any,
with respect to that Mortgage Loan, reimbursement shall be made, first, to the Advancing Person or Advance Facility Trustee in
respect of Advances and/or Servicing Advances related to that Mortgage Loan to the extent of the interest of the Advancing Person or
Advance Facility Trustee in such Advances and/or Servicing Advances, second to the Master Servicer in respect of Advances and/or
Servicing Advances related to that Mortgage Loan in excess of those in which the Advancing Person or Advance Facility Trustee Person
has an interest, and third, to the Successor Master Servicer in respect of any other Advances and/or Servicing Advances related to
that Mortgage Loan, from such sources as and when collected, and (B) reimbursements of Advances and Servicing Advances that are
Nonrecoverable Advances shall be made pro rata to the Advancing Person or Advance Facility Trustee, on the one hand, and any such
Successor Master Servicer, on the other hand, on the basis of the respective aggregate outstanding unreimbursed Advances and
Servicing Advances that are Nonrecoverable Advances owed to the Advancing Person, Advance Facility Trustee or Master Servicer
pursuant to this Agreement, on the one hand, and any such Successor Master Servicer, on the other hand, and without regard to the
date on which any such Advances or Servicing Advances shall have been made. In the event that, as a result of the FIFO allocation
made pursuant to this Section 3.22(e), some or all of a Reimbursement Amount paid to the Advancing Person or Advance Facility Trustee
relates to Advances or Servicing Advances that were made by a Person other than Residential Funding or the Advancing Person or
Advance Facility Trustee, then the Advancing Person or Advance Facility Trustee shall be required to remit any portion of such
Reimbursement Amount to the Person entitled to such portion of such Reimbursement Amount. Without limiting the generality of the
foregoing, Residential Funding shall remain entitled to be reimbursed by the Advancing Person or Advance Facility Trustee for all
Advances and Servicing Advances funded by Residential Funding to the extent the related Reimbursement Amount(s) have not been
assigned or pledged to an Advancing Person or Advance Facility Trustee. The documentation establishing any Advance Facility shall
require Residential Funding to provide to the related Advancing Person or Advance Facility Trustee loan by loan information with
respect to each Reimbursement Amount distributed to such Advancing Person or Advance Facility Trustee on each date of remittance
thereof to such Advancing Person or Advance Facility Trustee, to enable the Advancing Person or Advance Facility Trustee to make the
FIFO allocation of each Reimbursement Amount with respect to each Mortgage Loan.
(ii) By way of illustration, and not by way of limiting the generality of the foregoing, if the Master Servicer resigns
or is terminated at a time when the Master Servicer is a party to an Advance Facility, and is replaced by a Successor Master
Servicer, and the Successor Master Servicer directly funds Advances or Servicing Advances with respect to a Mortgage Loan and does
not assign or pledge the related Reimbursement Amounts to the related Advancing Person or Advance Facility Trustee, then all payments
and recoveries received from the related Mortgagor or received in the form of Liquidation Proceeds with respect to such Mortgage Loan
(including Insurance Proceeds collected in connection with a liquidation of such Mortgage Loan) will be allocated first to the
Advancing Person or Advance Facility Trustee until the related Reimbursement Amounts attributable to such Mortgage Loan that are owed
to the Master Servicer and the Advancing Person, which were made prior to any Advances or Servicing Advances made by the Successor
Master Servicer, have been reimbursed in full, at which point the Successor Master Servicer shall be entitled to retain all related
Reimbursement Amounts subsequently collected with respect to that Mortgage Loan pursuant to Section 3.10 of this Agreement. To the
extent that the Advances or Servicing Advances are Nonrecoverable Advances to be reimbursed on an aggregate basis pursuant to
Section 3.10 of this Agreement, the reimbursement paid in this manner will be made pro rata to the Advancing Person or Advance
Facility Trustee, on the one hand, and the Successor Master Servicer, on the other hand, as described in clause (i)(B) above.
(f) The Master Servicer shall remain entitled to be reimbursed for all Advances and Servicing Advances funded by the
Master Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged to an Advancing
Person.
(g) Any amendment to this Section 3.22 or to any other provision of this Agreement that may be necessary or appropriate
to effect the terms of an Advance Facility as described generally in this Section 3.22, including amendments to add provisions
relating to a successor master servicer, may be entered into by the Trustee, the Depositor and the Master Servicer without the
consent of any Certificateholder, with written confirmation from each Rating Agency that the amendment will not result in the
reduction of the ratings on any class of the Certificates below the lesser of the then current or original ratings on such
Certificates and delivery of an Opinion of Counsel as required under Section 11.01(c), notwithstanding anything to the contrary in
Section 11.01 of or elsewhere in this Agreement.
(h) Any rights of set-off that the Trust Fund, the Trustee, the Depositor, any Successor Master Servicer or any other
Person might otherwise have against the Master Servicer under this Agreement shall not attach to any rights to be reimbursed for
Advances or Servicing Advances that have been sold, transferred, pledged, conveyed or assigned to any Advancing Person.
(i) At any time when an Advancing Person shall have ceased funding Advances and/or Servicing Advances (as the case may
be) and the Advancing Person or related Advance Facility Trustee shall have received Reimbursement Amounts sufficient in the
aggregate to reimburse all Advances and/or Servicing Advances (as the case may be) the right to reimbursement for which were assigned
to the Advancing Person, then upon the delivery of a written notice signed by the Advancing Person and the Master Servicer or its
successor or assign) to the Trustee terminating the Advance Facility Notice (the "Notice of Facility Termination"), the Master
Servicer or its Successor Master Servicer shall again be entitled to withdraw and retain the related Reimbursement Amounts from the
Custodial Account pursuant to Section 3.10.
(j) After delivery of any Advance Facility Notice, and until any such Advance Facility Notice has been terminated by a
Notice of Facility Termination, this Section 3.22 may not be amended or otherwise modified without the prior written consent of the
related Advancing Person.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer acting as agent of the Trustee shall establish and maintain a Certificate Account in which the Master
Servicer shall cause to be deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each Certificate Account
Deposit Date by wire transfer of immediately available funds an amount equal to the sum of (i) any Advance for the immediately
succeeding Distribution Date, (ii) any amount required to be deposited in the Certificate Account pursuant to Section 3.12(a), (iii)
any amount required to be deposited in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any amount required
to be paid pursuant to Section 9.01, and (v) other amounts constituting the Available Distribution Amount for the immediately
succeeding Distribution Date.
(b) [Reserved].
(c) The Trustee shall, upon written request from the Master Servicer, invest or cause the institution maintaining the
Certificate Account to invest the funds in the Certificate Account in Permitted Investments designated in the name of the Trustee for
the benefit of the Certificateholders, which shall mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) if such Permitted Investment is an obligation of the institution that
maintains such account or fund for which such institution serves as custodian, then such Permitted Investment may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution Date if the Trustee shall advance funds on such
Distribution Date to the Certificate Account in the amount payable on such investment on such Distribution Date, pending receipt
thereof to the extent necessary to make distributions on the Certificates) and shall not be sold or disposed of prior to maturity.
All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in respect of any such investments shall be deposited in
the Certificate Account by the Master Servicer out of its own funds immediately as realized.
Section 4.02. Distributions.
(a) On each Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee) shall allocate and distribute the
Available Distribution Amount, if any, for such date to the interests issued in respect of REMIC I, REMIC II and REMIC III as
specified in this Section.
(b) (1) On each Distribution Date, the REMIC I Distribution Amount shall be distributed by REMIC I to REMIC II on account of
the REMIC I Regular Interests and to the Holders of the Class R Certificates in the amounts and with the priorities set forth in
the definition thereof.
(2) On each Distribution Date, the REMIC II Distribution Amount shall be distributed by REMIC II to REMIC III
on account of the REMIC II Regular Intersts in the amounts and with the priorities set forth in the definition thereof.
(3) Notwithstanding the distributions on the REMIC Regular Interests described in this Section 4.02(b),
distribution of funds from the Certificate Account shall be made only in accordance with Section 4.02(c).
(c) On each Distribution Date (x) the Master Servicer on behalf of the Trustee or (y) the Paying Agent appointed by the Trustee,
shall distribute to each Certificateholder of record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by wire transfer or otherwise) to the account of such
Certificateholder at a bank or other entity having appropriate facilities therefor, if such Certificateholder has so notified the
Master Servicer or the Paying Agent, as the case may be, or, if such Certificateholder has not so notified the Master Servicer or the
Paying Agent by the Record Date, by check mailed to such Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share with respect to each Class of Certificates, shall be based on the aggregate of
the Percentage Interests represented by Certificates of the applicable Class held by such Holder of the following amounts), in the
following order of priority, in each case to the extent of the Available Distribution Amount on deposit in the Certificate Account
(except, with respect to clauses (iii) through (x) below, to the extent of the remaining Available Distribution Amount plus the
remaining Yield Maintenance Agreement Payment available for that purpose or, with respect to clause (x)(B) below, to the extent of
prepayment charges on deposit in the Certificate Account):
(i) to the Class A Certificateholders, the Accrued Certificate Interest payable on the Class A Certificates with respect to such
Distribution Date, plus any related amounts accrued pursuant to this clause (i) but remaining unpaid from any prior Distribution Date
being paid from and in reduction of the Available Distribution Amount for such Distribution Date;
(ii) to the Class M Certificateholders, from the amount, if any, of the Available Distribution Amount remaining after the
foregoing distributions, the Accrued Certificate Interest payable on the Class M Certificates with respect to such Distribution Date,
plus any related amounts accrued pursuant to this clause (ii) but remaining unpaid from any prior Distribution Date, sequentially, to
the Class M-1 Certificateholders, Class M-2 Certificateholders, Class M-3 Certificateholders, Class M-4 Certificateholders, Class M-5
Certificateholders, Class M-6 Certificateholders, Class M-7 Certificateholders, Class M-8 Certificateholders and Class M-9
Certificateholders, in that order, being paid from and in reduction of the Available Distribution Amount for such Distribution Date;
(iii) [reserved];
(iv) the Principal Distribution Amount shall be distributed as follows, to be applied to reduce the Certificate Principal Balance
of the applicable Certificates in each case to the extent of the remaining Principal Distribution Amount:
(A) first, concurrently, the Group I Principal Distribution Amount shall be distributed sequentially
to the Class A-I-1 Certificateholders, Class A-I-2 Certificateholders, Class A-I-3 Certificateholders and
Class A-I-4 Certificateholders, in that order, in each case until the aggregate Certificate Principal Balance
thereof is reduced to zero and the Group II Principal Distribution Amount, to the Class A-II Certificateholders,
until the Certificate Principal Balance thereof is reduced to zero;
(B) second, after application of payments pursuant to clause (A), concurrently, the Group II Principal
Distribution Amount, sequentially, to the Class A-I-1 Certificateholders, Class A-I-2 Certificateholders,
Class A-I-3 Certificateholders and Class A-I-4 Certificateholders, in that order, in each case until the aggregate
Certificate Principal Balance thereof is reduced to zero and the Group I Principal Distribution Amount, to the Class
A-II Certificateholders, until the Certificate Principal Balance thereof has been reduced to zero;
(C) third, to the Class M-1 Certificateholders, the Class M-1 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-1 Certificates has been reduced to zero;
(D) fourth, to the Class M-2 Certificateholders, the Class M-2 Principal Distribution Amount, until
the Certificate Principal Balance of the Class M-2 Certificates has been reduced to zero;
(E) fifth, to the Class M-3 Certificateholders, the Class M-3 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-3 Certificates has been reduced to zero;
(F) sixth, to the Class M-4 Certificateholders, the Class M-4 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-4 Certificates has been reduced to zero;
(G) seventh, to the Class M-5 Certificateholders, the Class M-5 Principal Distribution Amount, until
the Certificate Principal Balance of the Class M-5 Certificates has been reduced to zero;
(H) eighth, to the Class M-6 Certificateholders, the Class M-6 Principal Distribution Amount, until
the Certificate Principal Balance of the Class M-6 Certificates has been reduced to zero;
(I) ninth, to the Class M-7 Certificateholders, the Class M-7 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-7 Certificates has been reduced to zero;
(J) tenth, to the Class M-8 Certificateholders, the Class M-8 Principal Distribution Amount, until the
Certificate Principal Balance of the Class M-8 Certificates has been reduced to zero; and
(K) eleventh, to the Class M-9 Certificateholders, the Class M-9 Principal Distribution Amount, until
the Certificate Principal Balance of the Class M-9 Certificates has been reduced to zero;
(v) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment Interest Shortfalls allocated
thereto for such Distribution Date, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto to the extent not
offset by Eligible Master Servicing Compensation on such Distribution Date;
(vi) to the Class A Certificateholders and Class M Certificateholders, the amount of any Prepayment Interest Shortfalls
previously allocated thereto remaining unpaid from prior Distribution Dates together with interest thereon at the related
Pass-Through Rate, on a pro rata basis based on unpaid Prepayment Interest Shortfalls previously allocated thereto;
(vii) (A) concurrently, (1) to the Class A-1 Certificateholders, the amount of any unpaid Group I Basis Risk Shortfalls allocated
thereto, on a pro rata basis based on the amount of unpaid Group I Basis Risk Shortfalls allocated thereto and (2) to the Class A-II
Certificateholders, the amount of any unpaid Group II Basis Risk Shortfalls allocated thereto, on a pro rata basis based on the
amount of unpaid Group II Basis Risk Shortfalls allocated thereto, and (B) sequentially, to the Class X-0, Xxxxx X-0, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificateholders, in that order, the related Class M Basis Risk
Shortfall, as applicable, for such Class and that Distribution Date;
(viii) to the Class A Certificateholders and Class M Certificateholders, Relief Act Shortfalls allocated thereto for such
Distribution Date, on a pro rata basis based on Relief Act Shortfalls allocated thereto for such Distribution Date,
(ix) first, to the Class A Certificateholders, the principal portion of any Realized Losses previously allocated to those
Certificates and remaining unreimbursed, on a pro rata basis based on their respective principal portion of any Realized Losses
previously allocated to those Certificates and remaining unreimbursed, and then, sequentially, to the Class X-0, Xxxxx X-0,
Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificateholders, in that order, the principal
portion of any Realized Losses previously allocated to such Class and remaining unreimbursed;
(x) to the Class SB Certificates, (A) from the amount, if any, of the Excess Cash Flow remaining after the foregoing
distributions, the sum of (I) Accrued Certificate Interest thereon, (II) the amount of any Overcollateralization Reduction Amount for
such Distribution Date, (III) the amount of any Yield Maintenance Agreement Shortfall Amount for such Distribution Date, (IV) the
amount of any Yield Maintenance Agreement Shortfall Carry-Forward Amount for such Distribution Date and (V) for any Distribution Date
after the Certificate Principal Balance of each Class of Class A Certificates and Class M Certificates has been reduced to zero, the
Overcollateralization Amount and (B) from prepayment charges on deposit in the Certificate Account, any prepayment charges received
on the Mortgage Loans during the related Prepayment Period; and
(xi) to the Class R Certificateholders, the balance, if any, of the Excess Cash Flow.
(d) Notwithstanding the foregoing clause (c), upon the reduction of the Certificate Principal Balance of a Class of Class A
Certificates or Class M Certificates to zero, such Class of Certificates will not be entitled to further distributions pursuant to
Section 4.02.
(e) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the
Depository shall be responsible for crediting the amount of such distribution to the accounts of its Depository Participants in
accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the
Certificate Owners that it represents and to each indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate
Owners that it represents. None of the Trustee, the Certificate Registrar, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or applicable law.
(f) Except as otherwise provided in Section 9.01, if the Master Servicer anticipates that a final distribution with respect to
any Class of Certificates will be made on a Distribution Date, the Master Servicer shall, no later than 40 days' prior to such
Distribution Date, notify the Trustee and the Trustee shall, not earlier than the 15th day and not later than the 25th day of the
month preceding such Distribution Date, distribute, or cause to be distributed, on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the final distribution with respect to such Class of
Certificates will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of
the Trustee or as otherwise specified therein, and (ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender their Certificates pursuant to Section 9.01(c) do
not surrender their Certificates for final cancellation, the Trustee shall cause funds distributable with respect to such
Certificates to be withdrawn from the Certificate Account and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting.
(a) Concurrently with each distribution charged to the Certificate Account and with respect to each Distribution Date the Master
Servicer shall forward to the Trustee and the Trustee shall forward by mail or otherwise make available electronically on its website
(which may be obtained by any Certificateholder by telephoning the Trustee at (000) 000-0000) to each Holder and the Depositor a
statement setting forth the following information as to each Class of Certificates, in each case to the extent applicable:
(i) the applicable Record Date, Determination Date and Distribution Date, and the date on which the applicable Interest Accrual
Period commenced;
(ii) the aggregate amount of payments received with respect to the Mortgage Loans, including prepayment amounts;
(iii) the Servicing Fee and Subservicing Fee payable to the Master Servicer and the Subservicer;
(iv) the amount of any other fees or expenses paid, and the identity of the party receiving such fees or expenses;
(v) (A) the amount of such distribution to the Certificateholders of such Class applied to reduce the Certificate Principal
Balance thereof, and (B) the aggregate amount included therein representing Principal Prepayments;
(vi) the amount of such distribution to Holders of such Class of Certificates allocable to interest (including amounts payable as
a portion of the Excess Cash Flow);
(vii) if the distribution to the Holders of such Class of Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount of the shortfall;
(viii) the amount of any Advance by the Master Servicer with respect to the Group I Loans and Group II Loans pursuant to Section
4.04;
(ix) the number and Stated Principal Balance of the Group I Loans, the Group II Loans and the Mortgage Loans in the aggregate
after giving effect to the distribution of principal on such Distribution Date;
(x) the Certificate Principal Balance of each Class of the Certificates, before and after giving effect to the amounts
distributed on such Distribution Date, separately identifying any reduction thereof due to Realized Losses other than pursuant to an
actual distribution of principal;
(xi) the Certificate Principal Balance of each Class of Class A Certificates as of the Closing Date;
(xii) the Certificate Principal Balance of each Class of Class M Certificates as of the Closing Date;
(xiii) the number and Stated Principal Balance of the Mortgage Loans after giving effect to the distribution of principal on such
Distribution Date and the number of Mortgage Loans at the beginning and end of the related Due Period;
(xiv) on the basis of the most recent reports furnished to it by Subservicers, (A) the number and Stated Principal Balances of
Group I Loans and Group II Loans that are Delinquent (1) 30-59 days, (2) 60-89 days and (3) 90 or more days and the number and Stated
Principal Balances of Group I Loans and Group II Loans that are in foreclosure, (B) the number and aggregate principal balances of
the Group I Loans, Group II Loans and the Mortgage Loans in the aggregate that are Reportable Modified Mortgage Loans that are in
foreclosure and are REO Property, indicating in each case capitalized Mortgage Loans, other Servicing Modifications and totals, and
(C) for all Reportable Modified Mortgage Loans, the number and aggregate principal balances of the Group I Loans, Group II Loans and
the Mortgage Loans in the aggregate that have been liquidated, the subject of pay-offs and that have been repurchased by the Master
Servicer or Seller;
(xv) the amount, terms and general purpose of any Advance by the Master Servicer pursuant to Section 4.04 and the amount of all
Advances that have been reimbursed during the related Due Period;
(xvi) any material modifications, extensions or waivers to the terms of the Mortgage Loans during the Due Period or that have
cumulatively become material over time;
(xvii) any material breaches of Mortgage Loan representations or warranties or covenants in the Agreement;
(xviii) the amount, if any, of the Yield Maintenance Agreement Payment for such Distribution Date and any shortfall in amounts
previously required to be paid under the Yield Maintenance Agreement for prior Distribution Dates;
(xix) the number, aggregate principal balance and Stated Principal Balance of any REO Properties with respect to the Group I Loans
and Group II Loans;
(xx) the aggregate Accrued Certificate Interest remaining unpaid, if any, for each Class of Certificates, after giving effect to
the distribution made on such Distribution Date;
(xxi) the aggregate amount of Realized Losses with respect to the Group I Loans and Group II Loans for such Distribution Date and
the aggregate amount of Realized Losses with respect to the Group I Loans and Group II Loans incurred since the Cut-off Date;
(xxii) the Pass-Through Rate on each Class of Certificates, the Group I Net WAC Cap Rate, the Group II Net WAC Cap Rate and the the
Class M Net WAC Cap Rate;
(xxiii) the Group I Basis Risk Shortfalls, Group II Basis Risk Shortfalls, Class M Basis Risk Shortfalls and Prepayment Interest
Shortfalls;
(xxiv) the Overcollateralization Amount and the Required Overcollateralization Amount following such Distribution Date;
(xxv) the number and aggregate principal balance of the Group I Loans and Group II Loans repurchased under Section 4.07;
(xxvi) the aggregate amount of any recoveries with respect to the Group I Loans and Group II Loans on previously foreclosed loans
from Residential Funding;
(xxvii) the weighted average remaining term to maturity of the Group I Loans and Group II Loans after giving effect to the amounts
distributed on such Distribution Date;
(xxviii) the weighted average Mortgage Rates of the Group I Loans and Group II Loans after giving effect to the amounts distributed
on such Distribution Date;
(xxix) the occurrence of the Stepdown Date; and
(xxx) the amount, if any, required to be paid under any Derivative Contract entered into pursuant to Section 4.09 hereof.
In the case of information furnished pursuant to clauses (i) and (ii) above, the amounts shall be expressed as a dollar
amount per Certificate with a $1,000 denomination. In addition to the statement provided to the Trustee as set forth in this
Section 4.03(a), the Master Servicer shall provide to any manager of a trust fund consisting of some or all of the Certificates, upon
reasonable request, such additional information as is reasonably obtainable by the Master Servicer at no additional expense to the
Master Servicer. Also, at the request of a Rating Agency, the Master Servicer shall provide the information relating to the
Reportable Modified Mortgage Loans substantially in the form attached hereto as Exhibit U to such Rating Agency within a reasonable
period of time; provided, however, that the Master Servicer shall not be required to provide such information more than four times in
a calendar year to any Rating Agency.
(b) Within a reasonable period of time after it receives a written request from a Holder of a Certificate, other than a Class R
Certificate, the Master Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded to each Person
who at any time during the calendar year was the Holder of a Certificate, other than a Class R Certificate, a statement containing
the information set forth in clauses (iv) and (v) of subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the Master Servicer shall be deemed to have been
satisfied to the extent that substantially comparable information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after it receives a written request from any Holder of a Class R Certificate, the Master
Servicer shall prepare, or cause to be prepared, and shall forward, or cause to be forwarded, to each Person who at any time during
the calendar year was the Holder of a Class R Certificate, a statement containing the applicable distribution information provided
pursuant to this Section 4.03 aggregated for such calendar year or applicable portion thereof during which such Person was the Holder
of a Class R Certificate. Such obligation of the Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer, as soon as reasonably practicable, shall provide the
requesting Certificateholder with such information as is necessary and appropriate, in the Master Servicer's sole discretion, for
purposes of satisfying applicable reporting requirements under Rule 144A.
(e) The Master Servicer shall, on behalf of the Depositor and in respect of the Trust Fund, sign and cause to be filed with the
Commission any periodic reports required to be filed under the provisions of the Exchange Act, and the rules and regulations of the
Commission thereunder, including without limitation, reports on Form 10-K, Form 10-D and Form 8-K. In connection with the preparation
and filing of such periodic reports, the Trustee shall timely provide to the Master Servicer (I) a list of Certificateholders as
shown on the Certificate Register as of the end of each calendar year, (II) copies of all pleadings, other legal process and any
other documents relating to any claims, charges or complaints involving the Trustee, as trustee hereunder, or the Trust Fund that are
received by a Responsible Officer of the Trustee, (III) notice of all matters that, to the actual knowledge of a Responsible Officer
of the Trustee, have been submitted to a vote of the Certificateholders, other than those matters that have been submitted to a vote
of the Certificateholders at the request of the Depositor or the Master Servicer, and (IV) notice of any failure of the Trustee to
make any distribution to the Certificateholders as required pursuant to this Agreement. Neither the Master Servicer nor the Trustee
shall have any liability with respect to the Master Servicer's failure to properly prepare or file such periodic reports resulting
from or relating to the Master Servicer's inability or failure to obtain any information not resulting from the Master Servicer's own
negligence or willful misconduct.
(f) Any Form 10-K filed with the Commission in connection with this Section 4.03 shall include, with respect to the Certificates
relating to such 10-K:
(i) A certification, signed by the senior officer in charge of the servicing functions of the Master Servicer, in the form
attached as Exhibit T-1 hereto or such other form as may be required or permitted by the Commission (the "Form 10-K Certification"),
in compliance with Rules 13a-14 and 15d-14 under the Exchange Act and any additional directives of the Commission.
(ii) A report regarding its assessment of compliance during the preceding calendar year with all applicable servicing criteria
set forth in relevant Commission regulations with respect to mortgage-backed securities transactions taken as a whole involving the
Master Servicer that are backed by the same types of assets as those backing the certificates, as well as similar reports on
assessment of compliance received from other parties participating in the servicing function as required by relevant Commission
regulations, as described in Item 1122(a) of Regulation AB. The Master Servicer shall obtain from all other parties participating in
the servicing function any required assessments.
(iii) With respect to each assessment report described immediately above, a report by a registered public accounting firm that
attests to, and reports on, the assessment made by the asserting party, as set forth in relevant Commission regulations, as described
in Regulation 1122(b) of Regulation AB and Section 3.19.
(iv) The servicer compliance certificate required to be delivered pursuant Section 3.18.
(g) In connection with the Form 10-K Certification, the Trustee shall provide the Master Servicer with a back-up certification
substantially in the form attached hereto as Exhibit T-2.
(h) This Section 4.03 may be amended in accordance with this Agreement without the consent of the Certificateholders.
(i) The Trustee shall make available on the Trustee's internet website each of the reports filed with the Commission by or on
behalf of the Depositor under the Exchange Act, as soon as reasonably practicable upon delivery of such report to the Trustee.
Section 4.04. Distribution of Reports to the Trustee and the Depositor; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each Determination Date, the Master Servicer shall
furnish a written statement (which may be in a mutually agreeable electronic format) to the Trustee, any Paying Agent and the
Depositor (the information in such statement to be made available to Certificateholders by the Master Servicer on request) (provided
that the Master Servicer shall use its best efforts to deliver such written statement not later than 12:00 p.m. New York time on the
second Business Day prior to the Distribution Date) setting forth (i) the Available Distribution Amount, (ii) the amounts required to
be withdrawn from the Custodial Account and deposited into the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a), (iii) the amount of Prepayment Interest Shortfalls, Group I Basis Risk
Shortfalls, Group II Basis Risk Shortfalls and Class M Basis Risk Shortfalls, (iv) the Yield Maintenance Agreement Payment, if any,
for such Distribution Date and (v) the amount, if any, payable to the Trustee by a Derivative Counterparty. The determination by the
Master Servicer of such amounts shall, in the absence of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Trustee shall be protected in relying upon the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account Deposit Date, the Master Servicer shall either (i) remit to
the Trustee for deposit in the Certificate Account from its own funds, or funds received therefor from the Subservicers, an amount
equal to the Advances to be made by the Master Servicer in respect of the related Distribution Date, which shall be in an aggregate
amount equal to the sum of (A) the aggregate amount of Monthly Payments other than Balloon Payments (with each interest portion
thereof adjusted to a per annum rate equal to the Net Mortgage Rate), less the amount of any related Servicing Modifications, Debt
Service Reductions or Relief Act Shortfalls, on the Outstanding Mortgage Loans as of the related Due Date in the related Due Period,
which Monthly Payments were due during the related Due Period and not received as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a Nonrecoverable Advance and (B) with respect to each
Balloon Loan delinquent in respect of its Balloon Payment as of the close of business on the related Determination Date, an amount
equal to the assumed Monthly Payment (with each interest portion thereof adjusted to a per annum rate equal to the Net Mortgage Rate)
that would have been due on the related Due Date based on the original amortization schedule for such Balloon Loan until such Balloon
Loan is finally liquidated, over any payments of interest or principal (with each interest portion thereof adjusted to a per annum
rate equal to the Net Mortgage Rate) received from the related Mortgagor as of the close of business on the related Determination
Date and allocable to the Due Date during the related Due Period for each month until such Balloon Loan is finally liquidated, (ii)
withdraw from amounts on deposit in the Custodial Account and remit to the Trustee for deposit in the Certificate Account all or a
portion of the Amount Held for Future Distribution in discharge of any such Advance, or (iii) make advances in the form of any
combination of clauses (i) and (ii) aggregating the amount of such Advance. Any portion of the Amount Held for Future Distribution
so used shall be replaced by the Master Servicer by deposit in the Certificate Account on or before 11:00 A.M. New York time on any
future Certificate Account Deposit Date to the extent that funds attributable to the Mortgage Loans that are available in the
Custodial Account for deposit in the Certificate Account on such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The Master Servicer shall be entitled to use any Advance
made by a Subservicer as described in Section 3.07(b) that has been deposited in the Custodial Account on or before such Distribution
Date as part of the Advance made by the Master Servicer pursuant to this Section 4.04. The determination by the Master Servicer that
it has made a Nonrecoverable Advance or that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be
evidenced by a certificate of a Servicing Officer delivered to the Depositor and the Trustee. In the event that the Master Servicer
determines as of the Business Day preceding any Certificate Account Deposit Date that it will be unable to deposit in the Certificate
Account an amount equal to the Advance required to be made for the immediately succeeding Distribution Date, it shall give notice to
the Trustee of its inability to advance (such notice may be given by telecopy), not later than 3:00 P.M., New York time, on such
Business Day, specifying the portion of such amount that it will be unable to deposit. Not later than 3:00 P.M., New York time, on
the Certificate Account Deposit Date the Trustee shall, unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly or indirectly deposited in the Certificate Account
such portion of the amount of the Advance as to which the Master Servicer shall have given notice pursuant to the preceding sentence,
pursuant to Section 7.01, (a) terminate all of the rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master Servicer hereunder, including the obligation to deposit in
the Certificate Account an amount equal to the Advance for the immediately succeeding Distribution Date. The Trustee shall deposit
all funds it receives pursuant to this Section 4.04(b) into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
(a) Prior to each Distribution Date, the Master Servicer shall determine the total amount of Realized Losses, if any, that
resulted from any Cash Liquidation, Servicing Modifications, Debt Service Reduction, Deficient Valuation or REO Disposition that
occurred during the related Prepayment Period or, in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest portion of the Monthly Payment due in the month in
which such Distribution Date occurs. The amount of each Realized Loss shall be evidenced by an Officers' Certificate.
(b) All Realized Losses on the Mortgage Loans shall be allocated as follows:
(i) first, to Excess Cash Flow in the amounts and priority as provided in Section 4.02;
(ii) second, in reduction of the Overcollateralization Amount, until such amount has been reduced to zero;
(iii) third, to the Class M-9 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
(iv) fourth, to the Class M-8 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
(v) fifth, to the Class M-7 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
(vi) sixth, to the Class M-6 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
(vii) seventh, to the Class M-5 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
(viii) eighth, to the Class M-4 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
(ix) ninth, to the Class M-3 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
(x) tenth, to the Class M-2 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
(xi) eleventh, to the Class M-1 Certificates, until the aggregate Certificate Principal Balance thereof has been reduced to zero;
and
(xii) twelfth, for losses on the Group I Loans, to the Class A-I-1, Class A-I-2, Class A-I-3 and Class A-I-4 Certificates on a pro
rata basis, based on their then outstanding Certificate Principal Balances prior to giving effect to
distributions to be made on such Distribution Date, until the aggregate Certificate Principal Balance of
each such Class has been reduced to zero and for losses on the Group II Loans, to the Class A-II
Certificates, until the Certificate Principal Balance thereof has been reduced to zero.
(c) An allocation of a Realized Loss on a "pro rata basis" among two or more specified Classes of Certificates means an
allocation on a pro rata basis, among the various Classes so specified, to each such Class of Certificates on the basis of their then
outstanding Certificate Principal Balances prior to giving effect to distributions to be made on such Distribution Date in the case
of the principal portion of a Realized Loss or based on the Accrued Certificate Interest thereon payable on such Distribution Date in
the case of an interest portion of a Realized Loss. Any allocation of the principal portion of Realized Losses (other than Debt
Service Reductions) to the Class A Certificates or Class M Certificates shall be made by reducing the Certificate Principal Balance
thereof by the amount so allocated, which allocation shall be deemed to have occurred on such Distribution Date; provided, that no
such reduction shall reduce the aggregate Certificate Principal Balance of the Certificates below the aggregate Stated Principal
Balance of the Mortgage Loans. Allocations of the interest portions of Realized Losses (other than any interest rate reduction
resulting from a Servicing Modification) shall be made by operation of the definition of "Accrued Certificate Interest" for each
Class for such Distribution Date. Allocations of the interest portion of a Realized Loss resulting from an interest rate reduction in
connection with a Servicing Modification shall be made by operation of the priority of payment provisions of Section 4.02(c).
Allocations of the principal portion of Debt Service Reductions shall be made by operation of the priority of payment provisions of
Section 4.02(c). All Realized Losses and all other losses allocated to a Class of Certificates hereunder will be allocated among the
Certificates of such Class in proportion to the Percentage Interests evidenced thereby.
(d) All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the REMIC I Regular Interests as
provided in the definition of REMIC I Realized Losses.
(e) All Realized Losses on the Mortgage Loans shall be allocated on each Distribution Date to the REMIC II Regular Interests as
provided in the definition of REMIC II Realized Losses.
(f) Realized Losses allocated to the Excess Cash Flow or the Overcollateralization Amount pursuant to paragraphs (a), (b) or (c)
of this Section, the definition of Accrued Certificate Interest and the operation of Section 4.02(c) shall be deemed allocated to the
Class SB Certificates. Realized Losses allocated to the Class SB Certificates shall, to the extent such Realized Losses represent
Realized Losses on an interest portion, be allocated to the REMIC III Regular Interest SB-IO. Realized Losses allocated to the Excess
Cash Flow pursuant to paragraph (b) of this Section shall be deemed to reduce Accrued Certificate Interest on the REMIC III Regular
Interest SB-IO. Realized Losses allocated to the Overcollateralization Amount pursuant to paragraph (b) of this Section shall be
deemed first to reduce the principal balance of the REMIC III Regular Interest SB-PO until such principal balance shall have been
reduced to zero and thereafter to reduce accrued and unpaid interest on the REMIC III Regular Interest SB-IO.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns with respect to the receipt of mortgage interest
received in a trade or business, the reports of foreclosures and abandonments of any Mortgaged Property and the informational returns
relating to cancellation of indebtedness income with respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P of
the Code, respectively, and deliver to the Trustee an Officers' Certificate on or before March 31 of each year, beginning with the
first March 31 that occurs at least six months after the Cut-off Date, stating that such reports have been filed. Such reports shall
be in form and substance sufficient to meet the reporting requirements imposed by such Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
(a) With respect to any Mortgage Loan which is delinquent in payment by 90 days or more, the Master Servicer may, at its option,
purchase such Mortgage Loan from the Trustee at the Purchase Price therefor; provided, that such Mortgage Loan is 90 days or more
delinquent at the time of repurchase.
(b) If at any time the Master Servicer makes a payment to the Certificate Account covering the amount of the Purchase Price for
such a Mortgage Loan as provided in clause (a) above, and the Master Servicer provides to the Trustee a certification signed by a
Servicing Officer stating that the amount of such payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master Servicer without recourse to the Master Servicer which
shall succeed to all the Trustee's right, title and interest in and to such Mortgage Loan, and all security and documents relative
thereto. Such assignment shall be an assignment outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to the Trustee or the Certificateholders with respect
thereto.
Section 4.08. Limited Mortgage Loan Repurchase Right.
The Limited Repurchase Right Holder will have the option at any time to purchase any of the Mortgage Loans from the Trustee
at the Purchase Price, up to a maximum of five Mortgage Loans. In the event that this option is exercised as to any five Mortgage
Loans in the aggregate, this option will thereupon terminate. If at any time the Limited Repurchase Right Holder makes a payment to
the Certificate Account covering the amount of the Purchase Price for such a Mortgage Loan, and the Limited Repurchase Right Holder
provides to the Trustee a certification signed by a Servicing Officer stating that the amount of such payment has been deposited in
the Certificate Account, then the Trustee shall execute the assignment of such Mortgage Loan at the request of the Limited Repurchase
Right Holder without recourse to the Limited Repurchase Right Holder which shall succeed to all the Trustee's right, title and
interest in and to such Mortgage Loan, and all security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Limited Repurchase Right Holder will thereupon own such Mortgage, and all such security and
documents, free of any further obligation to the Trustee or the Certificateholders with respect thereto. Any tax on "prohibited
transactions" (as defined in Section 860F(a)(2) of the Code) imposed on any REMIC resulting from the exercise of the optional
repurchase in this Section 4.08 shall in no event be payable by the Trustee.
Section 4.09. Derivative Contracts.
(a) The Trustee shall, at the written direction of the Master Servicer, on behalf of the Trust Fund, enter into Derivative
Contracts, solely for the benefit of the Class SB Certificates. Any such Derivative Contract shall constitute a fully prepaid
agreement. The Master Servicer shall determine, in its sole discretion, whether any Derivative Contract conforms to the requirements
of clauses (b) and (c) of this Section 4.09. Any acquisition of a Derivative Contract shall be accompanied by an appropriate
amendment to this Agreement, including an Opinion of Counsel, as provided in Section 11.01, and either (i) an Opinion of Counsel to
the effect that the existence of the Derivative Contract will not adversely affect the availability of the exemptive relief afforded
under ERISA by U.S. Department of Labor Prohibited Transaction Exemption ("PTE") 94-29, as most recently amended, 67 Fed. Reg. 54487
(Aug. 22, 2002), to the Holders of the Class A Certificates or the Class M Certificates, as of the date the Derivative Contract is
acquired by the Trustee; or (ii) the consent of each holder of a Class A Certificate or Class M Certificate to the acquisition of
such Derivative Contract. All collections, proceeds and other amounts in respect of the Derivative Contracts payable by the
Derivative Counterparty shall be distributed to the Class SB Certificates on the Distribution Date following receipt thereof by the
Trustee. In no event shall such an instrument constitute a part of any REMIC created hereunder. In addition, in the event any such
instrument is deposited, the Trust Fund shall be deemed to be divided into two separate and discrete sub-trusts. The assets of one
such sub-trust shall consist of all the assets of the Trust Fund other than such instrument and the assets of the other sub-trust
shall consist solely of such instrument.
(b) Any Derivative Contract that provides for any payment obligation on the part of the Trust Fund must (i) be without recourse
to the assets of the Trust Fund, (ii) contain a non-petition covenant provision from the Derivative Counterparty, (iii) limit payment
dates thereunder to Distribution Dates and (iv) contain a provision limiting any cash payments due to the Derivative Counterparty on
any day under such Derivative Contract solely to funds available therefor in the Certificate Account to make payments to the Holders
of the Class SB Certificates on such Distribution Date.
(c) Each Derivative Contract must (i) provide for the direct payment of any amounts by the Derivative Counterparty thereunder to
the Certificate Account at least one Business Day prior to the related Distribution Date, (ii) contain an assignment of all of the
Trust Fund's rights (but none of its obligations) under such Derivative Contract to the Trustee on behalf the Class SB Certificates
and shall include an express consent of the Derivative Counterparty to such assignment, (iii) provide that in the event of the
occurrence of an Event of Default, such Derivative Contract shall terminate upon the direction of a majority Percentage Interest of
the Class SB Certificates, and (iv) prohibit the Derivative Counterparty from "setting-off" or "netting" other obligations of the
Trust Fund and its Affiliates against such Derivative Counterparty's payment obligations thereunder.
Section 4.10. Yield Maintenance Agreement.
(a) In the event that the Trustee does not receive by the Business Day preceding a Distribution Date the amount as specified by
the Master Servicer pursuant to Section 4.04(a)(iv) hereof as the amount to be paid with respect to such Distribution Date by the
Yield Maintenance Agreement Provider under the Yield Maintenance Agreement, the Trustee shall enforce the obligation of the Yield
Maintenance Agreement Provider thereunder. The parties hereto acknowledge that the Yield Maintenance Agreement Provider shall be
making all calculations, and determine the amounts to be paid, under the Yield Maintenance Agreement. Absent manifest error, the
Trustee may conclusively rely on such calculations and determination and any notice received by it from the Master Servicer pursuant
to Section 4.04(a)(iv) hereof.
(b) The Trustee shall deposit or cause to be deposited any amount received under the Yield Maintenance Agreement into the
Certificate Account on the date such amount is received from the Yield Maintenance Agreement Provider under the Yield Maintenance
Agreement (including termination payments, if any). All payments received under the Yield Maintenance Agreement shall be distributed
in accordance with the priorities set forth in Section 4.02(c) hereof.
(c) In the event that the Yield Maintenance Agreement, or any replacement thereof, terminates prior to the Distribution Date in
September 2011, the Master Servicer, but at no expense to the Master Servicer, on behalf of the Trustee, to the extent that the
termination value under the Yield Maintenance Agreement is sufficient therefor and only to the extent of the termination payment
received from the Yield Maintenance Agreement Provider, shall (i) cause a new yield maintenance agreement provider to assume the
obligations of such terminated yield maintenance agreement provider or (ii) cause a new yield maintenance agreement provider to enter
into a new yield maintenance agreement with the Trust Fund having substantially similar terms as those set forth in the Yield
Maintenance Agreement.
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A Certificates, Class M Certificates, Class SB Certificates and Class R Certificates shall be substantially in the
forms set forth in Exhibits A, B, C and D, respectively, and shall, on original issue, be executed and delivered by the Trustee to
the Certificate Registrar for authentication and delivery to or upon the order of the Depositor upon receipt by the Trustee or the
Custodian of the documents specified in Section 2.01. Each Class of Class A Certificates and the Class M-1 Certificates, Class M-2
Certificates and Class M-3 Certificates shall be issuable in minimum dollar denominations of $100,000 and integral multiples of $1 in
excess thereof. The Class M-4 Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
Certificates and Class M-9 Certificates shall be issuable in minimum dollar denominations of $250,000 and integral multiples of $1 in
excess thereof. The Class SB Certificates shall be issuable in registered, certificated form in minimum percentage interests of
5.00% and integral multiples of 0.01% in excess thereof. The Class R Certificates shall be issued in registered, certificated form
in minimum percentage interests of 20.00% and integral multiples of 0.01% in excess thereof; provided, however, that one Class R
Certificate of each Class will be issuable to the REMIC Administrator as "tax matters person" pursuant to Section 10.01(c) in a
minimum denomination representing a Percentage Interest of not less than 0.01%. The Certificates shall be executed by manual or
facsimile signature on behalf of an authorized officer of the Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such
offices at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated
the date of their authentication.
(b) The Class A Certificates and Class M Certificates shall initially be issued as one or more Certificates registered in the
name of the Depository or its nominee and, except as provided below, registration of such Certificates may not be transferred by the
Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership
Interests therein. The Certificate Owners shall hold their respective Ownership Interests in and to each Class A Certificate and
Class M Certificate through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to
Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership
Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or
brokerage firm representing such Certificate Owner. Each Depository Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
The Trustee, the Master Servicer and the Depositor may for all purposes (including the making of payments due on the
respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the Certificate Owners
with respect to the respective Classes of Book-Entry Certificates for purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to
those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to
different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from
or voting by Certificateholders and shall give notice to the Depository of such record date.
If with respect to any Book-Entry Certificate (i)(A) the Depositor advises the Trustee in writing that the Depository is no
longer willing or able to properly discharge its responsibilities as Depository with respect to such Book-Entry Certificate and (B)
the Depositor is unable to locate a qualified successor, or (ii) (A) the Depositor at its option advises the Trustee in writing that
it elects to terminate the book-entry system for such Book-Entry Certificate through the Depository and (B) upon receipt of notice
from the Depository of the Depositor's election to terminate the book-entry system for such Book-Entry Certificate, the Depository
Participants holding beneficial interests in such Book-Entry Certificates agree to initiate such termination, the Trustee shall
notify all Certificate Owners of such Book-Entry Certificate, through the Depository, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the
Trustee shall issue the Definitive Certificates.
In addition, if an Event of Default has occurred and is continuing, each Certificate Owner materially adversely affected
thereby may at its option request a Definitive Certificate evidencing such Certificate Owner's Percentage Interest in the related
Class of Certificates. In order to make such request, such Certificate Owner shall, subject to the rules and procedures of the
Depository, provide the Depository or the related Depository Participant with directions for the Certificate Registrar to exchange or
cause the exchange of the Certificate Owner's interest in such Class of Certificates for an equivalent Percentage Interest in fully
registered definitive form. Upon receipt by the Certificate Registrar of instructions from the Depository directing the Certificate
Registrar to effect such exchange (such instructions to contain information regarding the Class of Certificates and the Certificate
Principal Balance being exchanged, the Depository Participant account to be debited with the decrease, the registered holder of and
delivery instructions for the Definitive Certificate, and any other information reasonably required by the Certificate Registrar),
(i) the Certificate Registrar shall instruct the Depository to reduce the related Depository Participant's account by the aggregate
Certificate Principal Balance of the Definitive Certificate, (ii) the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver, in accordance with the registration and delivery instructions provided by the Depository, a Definitive
Certificate evidencing such Certificate Owner's Percentage Interest in such Class of Certificates and (iii) the Trustee shall execute
and the Certificate Registrar shall authenticate a new Book-Entry Certificate reflecting the reduction in the aggregate Certificate
Principal Balance of such Class of Certificates by the amount of the Definitive Certificates.
None of the Depositor, the Master Servicer or the Trustee shall be liable for any actions taken by the Depository or its
nominee, including, without limitation, any delay in delivery of any instructions required under this Section 5.01 and may
conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the
Trustee and the Master Servicer shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(c) Each of the Certificates is intended to be a "security" governed by Article 8 of the Uniform Commercial Code as in effect in
the State of New York and any other applicable jurisdiction, to the extent that any of such laws may be applicable.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to be appointed by the Trustee in accordance with the
provisions of Section 8.12 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as
herein provided. The Certificate Registrar, or the Trustee, shall provide the Master Servicer with a certified list of
Certificateholders as of each Record Date prior to the related Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any office or agency of the Trustee maintained for such
purpose pursuant to Section 8.12 and, in the case of any Class SB Certificate or Class R Certificate, upon satisfaction of the
conditions set forth below, the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates of a like Class and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates of authorized denominations of
a like Class and aggregate Percentage Interest, upon surrender of the Certificates to be exchanged at any such office or agency.
Whenever any Certificates are so surrendered for exchange the Trustee shall execute and the Certificate Registrar shall authenticate
and deliver the Certificates of such Class which the Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class SB Certificate or Class R Certificate shall be made unless such
transfer, sale, pledge or other disposition is exempt from the registration requirements of the Securities Act of 1933, as amended
(the "1933 Act"), and any applicable state securities laws or is made in accordance with said Act and laws. Except as otherwise
provided in this Section 5.02(d), in the event that a transfer of a Class SB Certificate or Class R Certificate is to be made, (i)
unless the Depositor directs the Trustee otherwise, the Trustee shall require a written Opinion of Counsel acceptable to and in form
and substance satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the
applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master Servicer, and (ii) the Trustee shall
require the transferee to execute a representation letter, substantially in the form of Exhibit I hereto, and the Trustee shall
require the transferor to execute a representation letter, substantially in the form of Exhibit J hereto, each acceptable to and in
form and substance satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding
such transfer, which representation letters shall not be an expense of the Trustee, the Trust Fund, the Depositor or the Master
Servicer. In lieu of the requirements set forth in the preceding sentence, transfers of Class SB Certificates or Class R
Certificates may be made in accordance with this Section 5.02(d) if the prospective transferee of such a Certificate provides the
Trustee and the Master Servicer with an investment letter substantially in the form of Exhibit N attached hereto, which investment
letter shall not be an expense of the Trustee, the Depositor, or the Master Servicer, and which investment letter states that, among
other things, such transferee (i) is a "qualified institutional buyer" as defined under Rule 144A, acting for its own account or the
accounts of other "qualified institutional buyers" as defined under Rule 144A, and (ii) is aware that the proposed transferor intends
to rely on the exemption from registration requirements under the 1933 Act provided by Rule 144A. The Holder of a Class SB
Certificate or Class R Certificate desiring to effect any transfer, sale, pledge or other disposition shall, and does hereby agree
to, indemnify the Trustee, the Depositor, the Master Servicer and the Certificate Registrar against any liability that may result if
the transfer, sale, pledge or other disposition is not so exempt or is not made in accordance with such federal and state laws and
this Agreement.
(e) (i) In the case of any Class SB Certificate or Class R Certificate presented for registration in the name of any Person,
either (A) the Trustee shall require an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the
Depositor and the Master Servicer to the effect that the purchase or holding of such Class SB Certificate or Class R Certificate is
permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA
or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor
or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the Depositor or
the Master Servicer, or (B) the prospective transferee shall be required to provide the Trustee, the Depositor and the Master
Servicer with a certification to the effect set forth in Exhibit P (with respect to a Class SB Certificate) or in paragraph fifteen
of Exhibit H-1 (with respect to a Class R Certificate), which the Trustee may rely upon without further inquiry or investigation, or
such other certifications as the Trustee may deem desirable or necessary in order to establish that such transferee or the Person in
whose name such registration is requested is not an employee benefit plan or other plan or arrangement subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code, or any Person (including an insurance company investing its general
accounts, an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to
effect such acquisition (each of the foregoing, a "Plan Investor").
(ii) Any Transferee of a Class M Certificate will be deemed to have represented by virtue of its purchase or holding
of such Certificate (or interest therein) that either (a) such Transferee is not a Plan Investor, (b) it has acquired and is holding
such Certificate in reliance on U.S. Department of Labor Prohibited Transaction Exemption ("PTE") 94-29, as most recently amended by
PTE 2002-41, 67 Fed. Reg. 54487 (Aug. 22, 2002) (the "RFC Exemption"), and that it understands that there are certain conditions to
the availability of the RFC Exemption, including that such Certificate must be rated, at the time of purchase, not lower than "BBB-"
(or its equivalent) by Fitch, Standard & Poor's or Moody's or (c) (x) such Transferee is an insurance company, (y) the source of
funds used to purchase or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in
Prohibited Transaction Class Exemption ("PTCE") 95-60), and (z) the conditions set forth in Sections I and III of PTCE 95-60 have
been satisfied (each entity that satisfies this clause (c), a "Complying Insurance Company").
(iii) If any Class M Certificate (or any interest therein) is acquired or held by any Person that does not
satisfy the conditions described in paragraph (ii) above, then the last preceding Transferee that either (x) is not a Plan Investor,
(y) acquired such Certificate in compliance with the RFC Exemption or (z) is a Complying Insurance Company shall be restored, to the
extent permitted by law, to all rights and obligations as Certificate Owner thereof retroactive to the date of such Transfer of such
Class M Certificate. The Trustee shall be under no liability to any Person for making any payments due on such Certificate to such
preceding Transferee.
(iv) Any purported Certificate Owner whose acquisition or holding of any Class SB Certificate or Class M
Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.02(e) shall indemnify and hold
harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, any underwriter and the Trust Fund from and against any
and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding.
(f) (i) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the
acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably
authorized the Trustee or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to
negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other
things necessary in connection with any such sale. The rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Permitted Transferee and shall
promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of:
(I) an affidavit and agreement (a "Transfer Affidavit and Agreement," in the form attached hereto as Exhibit H-1) from the
proposed Transferee, in form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that
it is a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its
Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the
provisions of this Section 5.02(f) and agrees to be bound by them, and
(II) a certificate, in the form attached hereto as Exhibit H-2, from the Holder wishing to transfer the Class R Certificate, in
form and substance satisfactory to the Master Servicer, representing and warranting, among other things, that no purpose of the
proposed Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement has actual knowledge that the proposed Transferee is not a
Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such Person attempts to transfer its Ownership Interest in a Class R
Certificate and (y) not to transfer its Ownership Interest unless it provides a certificate to the Trustee in the form attached
hereto as Exhibit H-2.
(E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is,
or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder."
(ii) The Trustee shall register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit H-2 and all of such other
documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R
Certificates to Non-United States Persons and Disqualified Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(A) If any Disqualified Organization shall become a holder of a Class R Certificate, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date
of registration of such Transfer of such Class R Certificate. If a Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration of such Transfer of such Class R Certificate. If a transfer of
a Class R Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then
the last preceding Permitted Transferee shall be restored, to the extent permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of such Transfer of such Class R Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by this
Section 5.02(f) or for making any payments due on such Certificate to the holder thereof or for taking any other action with respect
to such holder under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this
Section 5.02(f) and to the extent that the retroactive restoration of the rights of the Holder of such Class R Certificate as
described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the
Master Servicer on such terms as the Master Servicer may choose. Such purported Transferee shall promptly endorse and deliver each
Class R Certificate in accordance with the instructions of the Master Servicer. Such purchaser may be the Master Servicer itself or
any Affiliate of the Master Servicer. The proceeds of such sale, net of the commissions (which may include commissions payable to
the Master Servicer or its Affiliates), expenses and taxes due, if any, will be remitted by the Master Servicer to such purported
Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Master
Servicer, and the Master Servicer shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result
of its exercise of such discretion.
(iii) The Master Servicer, on behalf of the Trustee, shall make available, upon written request from the Trustee, all information
necessary to compute any tax imposed
(A) as a result of the Transfer of an Ownership Interest in a Class R Certificate to any Person who is a Disqualified
Organization, including the information regarding "excess inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and
(B) as a result of any regulated investment company, real estate investment trust, common trust fund, partnership, trust, estate
or organization described in Section 1381 of the Code that holds an Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person who is a Disqualified Organization. Reasonable compensation for providing such information may
be required by the Master Servicer from such Person.
(iv) The provisions of this Section 5.02(f) set forth prior to this clause (iv) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect that the modification, addition to or elimination of such
provisions will not cause such Rating Agency to downgrade its then-current ratings, if any, of the Class A Certificates or Class M
Certificates below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such
Rating Agency; and
(B) a certificate of the Master Servicer stating that the Master Servicer has received an Opinion of Counsel, in form and
substance satisfactory to the Master Servicer, to the effect that such modification, addition to or absence of such provisions will
not cause any REMIC created hereunder to cease to qualify as a REMIC and will not cause (x) any REMIC created hereunder to be subject
to an entity-level tax caused by the Transfer of any Class R Certificate to a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-related tax caused by the Transfer of a Class R Certificate to a Person
that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of Certificates of any Class, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange
of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Trustee and the Certificate Registrar
receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the
Trustee and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Trustee shall execute and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, Class and Percentage Interest but bearing a number
not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Trustee may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer, the Depositor, the Master Servicer, the Trustee,
the Certificate Registrar and any agent of the Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the
Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to the extent provided in the definition of
"Certificateholder," and neither the Depositor, the Master Servicer, the Trustee, the Certificate Registrar nor any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar shall be affected by notice to the contrary except as
provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making distributions to Certificateholders pursuant to
Section 4.02. In the event of any such appointment, on or prior to each Distribution Date the Master Servicer on behalf of the
Trustee shall deposit or cause to be deposited with the Paying Agent a sum sufficient to make the payments to Certificateholders in
the amounts and in the manner provided for in Section 4.02, such sum to be held in trust for the benefit of Certificateholders. The
Trustee shall cause each Paying Agent to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of
the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. Any sums so held by such Paying
Agent shall be held only in Eligible Accounts to the extent such sums are not distributed to the Certificateholders on the date of
receipt by such Paying Agent.
ARTICLE VI
THE DEPOSITOR AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Depositor and the Master Servicer.
The Depositor and the Master Servicer shall each be liable in accordance herewith only to the extent of the obligations
specifically and respectively imposed upon and undertaken by the Depositor and the Master Servicer herein. By way of illustration
and not limitation, the Depositor is not liable for the servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer or to appoint a designee to assume such obligations,
nor is it liable for any other obligation hereunder that it may, but is not obligated to, assume unless it elects to assume such
obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Depositor or the Master Servicer; Assignment of Rights and Delegation of Duties by
Master Servicer.
(a) The Depositor and the Master Servicer shall each keep in full effect its existence, rights and franchises as a corporation
under the laws of the state of its incorporation, and will each obtain and preserve its qualification to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of
this Agreement, the Certificates or any of the Mortgage Loans and to perform its respective duties under this Agreement.
(b) Any Person into which the Depositor or the Master Servicer may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which the Depositor or the Master Servicer shall be a party,
or any Person succeeding to the business of the Depositor or the Master Servicer, shall be the successor of the Depositor or the
Master Servicer, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of
the parties hereto, anything in this Section 6.02(b) to the contrary notwithstanding; provided, however, that the successor or
surviving Person to the Master Servicer shall be qualified to service mortgage loans on behalf of Xxxxxx Xxx or Xxxxxxx Mac; and
provided further that the Master Servicer (or the Depositor, as applicable) shall notify each Rating Agency and the Trustee in
writing of any such merger, conversion or consolidation at least 30 days prior to the effective date of such event.
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to the contrary, the Master Servicer may assign its
rights and delegate its duties and obligations under this Agreement; provided that the Person accepting such assignment or delegation
shall be a Person which is qualified to service mortgage loans on behalf of Xxxxxx Mae or Xxxxxxx Mac, is reasonably satisfactory to
the Trustee and the Depositor, is willing to service the Mortgage Loans and executes and delivers to the Depositor and the Trustee an
agreement, in form and substance reasonably satisfactory to the Depositor and the Trustee, which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Master
Servicer under this Agreement; provided further that each Rating Agency's rating of the Classes of Certificates that have been rated
in effect immediately prior to such assignment and delegation will not be qualified, reduced or withdrawn as a result of such
assignment and delegation (as evidenced by a letter to such effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under this Agreement, except that the Master Servicer shall
remain liable for all liabilities and obligations incurred by it as Master Servicer hereunder prior to the satisfaction of the
conditions to such assignment and delegation set forth in the next preceding sentence. Notwithstanding the foregoing, in the event
of a pledge or assignment by the Master Servicer solely of its rights to purchase all assets of the Trust Fund under Section 9.01(a)
(or, if so specified in Section 9.01(a), its rights to purchase the Mortgage Loans and property acquired related to such Mortgage
Loans or its rights to purchase the Certificates related thereto), the provisos of the first sentence of this paragraph will not
apply.
(d) Notwithstanding anything else in this Section 6.02 to the contrary, the conversion of Residential Funding Corporation's or
Residential Asset Securities Corporation's organizational structure from a Delaware corporation to a limited liability company shall
not require the consent of any party or notice to any party and shall not in any way affect the rights or obligations of Residential
Funding Corporation or Residential Asset Securities Corporation hereunder.
Section 6.03. Limitation on Liability of the Depositor, the Master Servicer and Others.
None of the Depositor, the Master Servicer or any of the directors, officers, employees or agents of the Depositor or the
Master Servicer shall be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Master Servicer or any such Person against any breach of warranties, representations or
covenants made herein or any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or gross
negligence in the performance of duties or by reason of reckless disregard of obligations and duties hereunder. The Depositor, the
Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The
Depositor, the Master Servicer and any director, officer, employee or agent of the Depositor or the Master Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates, other than any loss, liability or expense related to any specific Mortgage Loan or
Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties hereunder. Neither the Depositor nor the Master Servicer
shall be under any obligation to appear in, prosecute or defend any legal or administrative action, proceeding, hearing or
examination that is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Depositor or the Master Servicer may in its discretion undertake any such action,
proceeding, hearing or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of
the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such
action, proceeding, hearing or examination and any liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund, and the Depositor and the Master Servicer shall be entitled to be reimbursed therefor out of amounts attributable to the
Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10 and, on the Distribution Date(s) following such
reimbursement, the aggregate of such expenses and costs shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Depositor and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Depositor nor the Master Servicer shall resign from its respective
obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under
applicable law. Any such determination permitting the resignation of the Depositor or the Master Servicer shall be evidenced by an
Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee. No such resignation by the
Master Servicer shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's
responsibilities and obligations in accordance with Section 7.02.
ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following events (whatever reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be distributed to Holders of Certificates of any Class any
distribution required to be made under the terms of the Certificates of such Class and this Agreement and, in either case,
such failure shall continue unremedied for a period of 5 days after the date upon which written notice of such failure,
requiring such failure to be remedied, shall have been given to the Master Servicer by the Trustee or the Depositor or to
the Master Servicer, the Depositor and the Trustee by the Holders of Certificates of such Class evidencing Percentage
Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Certificates of any Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of days shall be 15 in the case of a failure to pay the premium
for any Required Insurance Policy) after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to the Master Servicer by the Trustee or the Depositor, or to the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates of any Class evidencing, as to such Class, Percentage Interests
aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or similar law or appointing a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or similar proceedings of, or relating to, the Master Servicer
or of, or relating to, all or substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to
take advantage of, or commence a voluntary case under, any applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section 4.04(b) that it is unable to deposit in the Certificate
Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall occur, then, and in each and every such case, so
long as such Event of Default shall not have been remedied, either the Depositor or the Trustee shall at the direction of Holders of
Certificates entitled to at least 51% of the Voting Rights by notice in writing to the Master Servicer (and to the Depositor if given
by the Trustee or to the Trustee if given by the Depositor), terminate all of the rights and obligations of the Master Servicer under
this Agreement and in and to the Mortgage Loans and the proceeds thereof, other than its rights as a Certificateholder hereunder;
provided, however, that a successor to the Master Servicer is appointed pursuant to Section 7.02 and such successor Master Servicer
shall have accepted the duties of Master Servicer effective upon the resignation of the Master Servicer. If an Event of Default
described in clause (vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer and the Depositor, immediately
terminate all of the rights and obligations of the Master Servicer under this Agreement and in and to the Mortgage Loans and the
proceeds thereof, other than its rights as a Certificateholder hereunder as provided in Section 4.04(b). On or after the receipt by
the Master Servicer of such written notice, all authority and power of the Master Servicer under this Agreement, whether with respect
to the Certificates (other than as a Holder thereof) or the Mortgage Loans or otherwise, shall subject to Section 7.02 pass to and be
vested in the Trustee or the Trustee's designee appointed pursuant to Section 7.02; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of
such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related
documents, or otherwise. The Master Servicer agrees to cooperate with the Trustee (or its designee) as successor Master Servicer in
effecting the termination of the Master Servicer's responsibilities and rights hereunder, including, without limitation, the transfer
to the Trustee or its designee for administration by it of all cash amounts which shall at the time be credited to the Custodial
Account or the Certificate Account or thereafter be received with respect to the Mortgage Loans. No such termination shall release
the Master Servicer for any liability that it would otherwise have hereunder for any act or omission prior to the effective time of
such termination. Notwithstanding any termination of the activities of Residential Funding in its capacity as Master Servicer
hereunder, Residential Funding shall be entitled to receive, out of any late collection of a Monthly Payment on a Mortgage Loan which
was due prior to the notice terminating Residential Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled pursuant to Sections 3.10(a)(ii), (vi) and (vii) as
well as its Servicing Fee in respect thereof, and any other amounts payable to Residential Funding hereunder the entitlement to which
arose prior to the termination of its activities hereunder. Upon the termination of Residential Funding as Master Servicer hereunder
the Depositor shall deliver to the Trustee, as successor Master Servicer, a copy of the Program Guide.
Section 7.02. Trustee or Depositor to Act; Appointment of Successor.
(a) On and after the time the Master Servicer receives a notice of termination pursuant to Section 7.01 or resigns in accordance
with Section 6.04, the Trustee or, upon notice to the Depositor and with the Depositor's consent (which shall not be unreasonably
withheld) a designee (which meets the standards set forth below) of the Trustee, shall be the successor in all respects to the Master
Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject
to all the responsibilities, duties and liabilities relating thereto placed on the Master Servicer (except for the responsibilities,
duties and liabilities contained in Sections 2.02 and 2.03(a), excluding the duty to notify related Subservicers as set forth in such
Sections, and its obligations to deposit amounts in respect of losses incurred prior to such notice or termination on the investment
of funds in the Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and 4.01(c) by the terms and provisions
hereof); provided, however, that any failure to perform such duties or responsibilities caused by the preceding Master Servicer's
failure to provide information required by Section 4.04 shall not be considered a default by the Trustee hereunder as successor
Master Servicer. As compensation therefor, the Trustee as successor Master Servicer shall be entitled to all funds relating to the
Mortgage Loans which the Master Servicer would have been entitled to charge to the Custodial Account or the Certificate Account if
the Master Servicer had continued to act hereunder and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial Account or the Certificate Account. If the Trustee has
become the successor to the Master Servicer in accordance with Section 6.04 or Section 7.01, then notwithstanding the above, the
Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution, which is also a Xxxxxx Xxx or Xxxxxxx Mac-approved
mortgage servicing institution, having a net worth of not less than $10,000,000 as the successor to the Master Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder. Pending
appointment of a successor to the Master Servicer hereunder, the Trustee shall become successor to the Master Servicer and shall act
in such capacity as hereinabove provided. In connection with such appointment and assumption, the Trustee may make such arrangements
for the compensation of such successor out of payments on Mortgage Loans as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the initial Master Servicer hereunder. The Depositor, the Trustee,
the Custodian and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such
succession. Any successor Master Servicer appointed pursuant to this Section 7.02 shall not receive a Servicing Fee with respect any
Mortgage Loan not directly serviced by the Master Servicer on which the Subservicing Fee (i) accrues at a rate of less than 0.50% per
annum and (ii) has to be increased to a rate of 0.50% per annum in order to hire a Subservicer. The Master Servicer shall pay the
reasonable expenses of the Trustee in connection with any servicing transfer hereunder.
(b) In connection with the termination or resignation of the Master Servicer hereunder, either (i) the successor Master
Servicer, including the Trustee if the Trustee is acting as successor Master Servicer, shall represent and warrant that it is a
member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in
connection with the servicing of the Mortgage Loans that are registered with MERS, in which case the predecessor Master Servicer
shall cooperate with the successor Master Servicer in causing MERS to revise its records to reflect the transfer of servicing to the
successor Master Servicer as necessary under MERS' rules and regulations, or (ii) the predecessor Master Servicer shall cooperate
with the successor Master Servicer in causing MERS to execute and deliver an assignment of Mortgage in recordable form to transfer
the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be
necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS(R)System to the
successor Master Servicer. The predecessor Master Servicer shall file or cause to be filed any such assignment in the appropriate
recording office. The predecessor Master Servicer shall bear any and all fees of MERS, costs of preparing any assignments of
Mortgage, and fees and costs of filing any assignments of Mortgage that may be required under this subsection (b). The successor
Master Servicer shall cause such assignment to be delivered to the Trustee or the Custodian promptly upon receipt of the original
with evidence of recording thereon or a copy certified by the public recording office in which such assignment was recorded.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice
thereof to Certificateholders at their respective addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the Trustee shall transmit by mail to all Holders of
Certificates notice of each such Event of Default hereunder known to the Trustee, unless such Event of Default shall have been cured
or waived as provided in Section 7.04 hereof.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights of Certificates affected by a default or Event of Default
hereunder may waive any default or Event of Default; provided, however, that (a) a default or Event of Default under clause (i) of
Section 7.01 may be waived only by all of the Holders of Certificates affected by such default or Event of Default and (b) no waiver
pursuant to this Section 7.04 shall affect the Holders of Certificates in the manner set forth in Section 11.01(b)(i), (ii) or
(III). Upon any such waiver of a default or Event of Default by the Holders representing the requisite percentage of Voting Rights of
Certificates affected by such default or Event of Default, such default or Event of Default shall cease to exist and shall be deemed
to have been remedied for every purpose hereunder. No such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon except to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have
occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. In case an Event
of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise as a prudent investor would exercise or use under the
circumstances in the conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement,
shall examine them to determine whether they conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the requirements of this Agreement in the event that the
Trustee, after so requesting, does not receive satisfactorily corrected documents. The Trustee shall forward or cause to be
forwarded in a timely fashion the notices, reports and statements required to be forwarded by the Trustee pursuant to Sections 4.03,
7.03, and 10.01. The Trustee shall furnish in a timely fashion to the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill its duties as set forth in this Agreement. The Trustee
covenants and agrees that it shall perform its obligations hereunder in a manner so as to maintain the status of each REMIC created
hereunder as a REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to prevent the imposition of any federal, state or
local income, prohibited transaction, contribution or other tax on the Trust Fund to the extent that maintaining such status and
avoiding such taxes are reasonably within the control of the Trustee and are reasonably within the scope of its duties under this
Agreement.
(c) No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its
own negligent failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement,
the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in
this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the
absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee by the
Depositor or the Master Servicer and which on their face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent
facts;
(iii) The Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken by it in good
faith in accordance with the direction of the Certificateholders holding Certificates which evidence, Percentage Interests
aggregating not less than 25% of the affected Classes as to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv) and (v) of Section 7.01 unless a
Responsible Officer of the Trustee assigned to and working in the Corporate Trust Office obtains actual knowledge of such
failure or event or the Trustee receives written notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Depositor or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in this Agreement shall require the Trustee to expend or risk
its own funds (including, without limitation, the making of any Advance) or otherwise incur any personal financial liability
in the performance of any of its duties as Trustee hereunder, or in the exercise of any of its rights or powers, if the
Trustee shall have reasonable grounds for believing that repayment of funds or adequate indemnity against such risk or
liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and all federal, state and local taxes imposed on the
Trust Fund or its assets or transactions including, without limitation, (A) "prohibited transaction" penalty taxes as defined in
Section 860F of the Code, if, when and as the same shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net income from foreclosure property" as defined in
Section 860G(c) of the Code, but only if such taxes arise out of a breach by the Trustee of its obligations hereunder, which breach
constitutes negligence or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper
party or parties;
(ii) The Trustee may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such Opinion of
Counsel;
(iii) The Trustee shall be under no obligation to exercise any of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the
Certificateholders pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or
thereby; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise such of the rights and powers vested in it by this Agreement, and to use the
same degree of care and skill in their exercise as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it
to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or
document, unless requested in writing to do so by the Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however, that if the payment within a reasonable time to the
Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the Master Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys provided that the Trustee shall remain liable for any acts of such agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations promulgated thereunder, each Holder of a Class R Certificate
hereby irrevocably appoints and authorizes the Trustee to be its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns prepared by or on behalf of the Master Servicer that the Trustee is
required to sign as determined by the Master Servicer pursuant to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates (and except as provided for in Section 2.04), the Trustee shall not accept any
contribution of assets to the Trust Fund unless (subject to Section 10.01(f)) it shall have obtained or been furnished with an
Opinion of Counsel to the effect that such contribution will not (i) cause any REMIC created hereunder to fail to qualify as a REMIC
at any time that any Certificates are outstanding or (ii) cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the execution of the Certificates and relating to the
acceptance and receipt of the Mortgage Loans) shall be taken as the statements of the Depositor or the Master Servicer as the case
may be, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the Certificates shall be duly and validly executed and
authenticated by it as Certificate Registrar) or of any Mortgage Loan or related document, or of MERS or the MERS(R)System. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or application by the Depositor or the Master Servicer of
any of the Certificates or of the proceeds of such Certificates, or for the use or application of any funds paid to the Depositor or
the Master Servicer in respect of the Mortgage Loans or deposited in or withdrawn from the Custodial Account or the Certificate
Account by the Depositor or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it
would have if it were not Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses; Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any co-trustee from time to time, and the Trustee and any
co-trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties hereunder of the Trustee and any co-trustee, and the
Master Servicer shall pay or reimburse the Trustee and any co-trustee upon request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee or any co-trustee in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ, and the
expenses incurred by the Trustee or any co-trustee in connection with the appointment of an office or agency pursuant to
Section 8.12) except any such expense, disbursement or advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold the Trustee harmless against, any loss, liability or
expense incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance and
administration of the Trust Fund, including its obligation to execute the DTC Letter in its individual capacity, and including the
costs and expenses (including reasonable legal fees and expenses) of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this Agreement and the Yield Maintenance Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given the Master Servicer written notice thereof promptly after the
Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not be liable for settlement of any
claim by the Trustee entered into without the prior consent of the Master Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this Section 8.05(b) of the Master Servicer to indemnify the
Trustee under the conditions and to the extent set forth herein. Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability or expense of the Trustee, including the costs and
expenses of defending itself against any claim, incurred in connection with any actions taken by the Trustee at the direction of
Certificateholders pursuant to the terms of this Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a national banking association or a New York banking corporation having its
principal office in a state and city acceptable to the Depositor and organized and doing business under the laws of such state or the
United States of America, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or state authority. If such corporation or national banking
association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall
cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with
the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the
Depositor and the Master Servicer. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to
the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, then the resigning Trustee may petition any court of competent jurisdiction for the appointment
of a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to
resign after written request therefor by the Depositor, or if at any time the Trustee shall become incapable of acting, or shall be
adjudged bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then
the Depositor may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. In addition, in the event that the
Depositor determines that the Trustee has failed (i) to distribute or cause to be distributed to Certificateholders any amount
required to be distributed hereunder, if such amount is held by the Trustee or its Paying Agent (other than the Master Servicer or
the Depositor) for distribution or (ii) to otherwise observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period of 5 days (in respect of clause (i) above) or 30 days
(in respect of clause (ii) above, other than any failure to comply with the provisions of Article XII, in which case no notice or
grace period shall be applicable) after the date on which written notice of such failure, requiring that the same be remedied, shall
have been given to the Trustee by the Depositor, then the Depositor may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with the appointment of a successor trustee pursuant to
the preceding sentence, the Depositor shall, on or before the date on which any such appointment becomes effective, obtain from each
Rating Agency written confirmation that the appointment of any such successor trustee will not result in the reduction of the ratings
on any Class of the Certificates below the lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting Rights may at any time remove the Trustee and appoint a
successor trustee by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly
authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee so removed and
one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this
Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor and to
its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee shall become effective and such successor trustee shall become effective and such successor trustee, without any
further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee herein. The predecessor trustee shall deliver to the successor
trustee all Custodial Files and related documents and statements held by it hereunder (other than any Custodial Files at the time
held by a Custodian, which shall become the agent of any successor trustee hereunder), and the Depositor, the Master Servicer and the
predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully
and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such
successor trustee shall be eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the
succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Depositor.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may be merged or converted or with which it may be
consolidated or any corporation or national banking association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or national banking association succeeding to the business of the Trustee, shall be the
successor of the Trustee hereunder, provided such corporation or national banking association shall be eligible under the provisions
of Section 8.06, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. The Trustee shall mail notice of any such merger or consolidation to the Certificateholders
at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located, the Master Servicer and
the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved
by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any
part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title to the Trust Fund, or any part thereof,
and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, or in case an Event of Default shall have occurred and be continuing, the Trustee
alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.06 hereunder, and no notice to Holders of Certificates of the appointment of
co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties
and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee,
and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which any particular
act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the
holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by such separate
trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with
the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power
and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in
its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
Section 8.11. Appointment of the Custodian.
The Trustee may, with the consent of the Master Servicer and the Depositor, or shall, at the direction of the Master
Servicer and the Depositor, appoint custodians who are not Affiliates of the Depositor or the Master Servicer to hold all or a
portion of the Custodial Files as agent for the Trustee, by entering into a Custodial Agreement. The Trustee is hereby directed to
enter into a Custodial Agreement with Xxxxx Fargo Bank, N.A. Subject to Article VIII, the Trustee agrees to comply with the terms of
each Custodial Agreement with respect to the Custodial Files and to enforce the terms and provisions thereof against the related
custodian for the benefit of the Certificateholders. Each custodian shall be a depository institution subject to supervision by
federal or state authority, shall have a combined capital and surplus of at least $15,000,000 and shall be qualified to do business
in the jurisdiction in which it holds any Custodial File. Each Custodial Agreement with respect to the Custodial Files, may be
amended only as provided in Section 11.01. The Trustee shall notify the Certificateholders of the appointment of any custodian
(other than the custodian appointed as of the Closing Date) pursuant to this Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee shall maintain an office or agency in the City of St. Xxxx, Minnesota where Certificates may be surrendered for
registration of transfer or exchange. The Trustee initially designates its offices located at the Corporate Trust Office for the
purpose of keeping the Certificate Register. The Trustee shall maintain an office at the address stated in Section 11.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement may be served.
Section 8.13. DTC Letter of Representations.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the DTC Letter on behalf of the Trust
Fund and in its individual capacity as agent thereunder.
Section 8.14. Yield Maintenance Agreement.
The Trustee is hereby authorized and directed to, and agrees that it shall, enter into the Yield Maintenance Agreement on
behalf of the Trust Fund.
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and responsibilities of the Depositor, the Master Servicer and the
Trustee created hereby in respect of the Certificates (other than the obligation of the Trustee to make certain payments after the
Final Distribution Date to Certificateholders and the obligation of the Depositor to send certain notices as hereinafter set forth)
shall terminate upon the last action required to be taken by the Trustee on the Final Distribution Date pursuant to this Article IX
following the earlier of:
(i) the later of the final payment or other liquidation (or any Advance with respect thereto) of the last Mortgage Loan
remaining in the Trust Fund or the disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of
any Mortgage Loan, or
(ii) at the option of the Master Servicer, the purchase of all Mortgage Loans and all property acquired in respect of any
Mortgage Loan remaining in the Trust Fund, at a price equal to 100% of the unpaid principal balance of each Mortgage Loan
(or, if less than such unpaid principal balance, the fair market value of the related underlying property of such Mortgage
Loan with respect to Mortgage Loans as to which title has been acquired if such fair market value is less than such unpaid
principal balance) (and if such purchase is made by the Master Servicer only, net of any unreimbursed Advances attributable
to principal) on the day of repurchase, plus accrued interest thereon at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of any Modified Mortgage Loan), to, but not including, the first day of the month in which such repurchase
price is distributed;
provided, however, that in no event shall the trust created hereby continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on
the date hereof; and provided further, that the purchase price set forth above shall be increased as is necessary, as determined by
the Master Servicer, to avoid disqualification of any REMIC created hereunder as a REMIC.
The purchase price paid by the Master Servicer pursuant to Section 9.01(a)(ii) shall also include any amounts owed by
Residential Funding pursuant to the last paragraph of Section 4 of the Assignment Agreement in respect of any liability, penalty or
expense that resulted from a breach of the representation and warranty set forth in clause (xlvii) of Section 4 of the Assignment
Agreement that remain unpaid on the date of such purchase.
The right of the Master Servicer to purchase all of the Mortgage Loans pursuant to clause (ii) above is conditioned upon the
date of such purchase occurring on or after the Optional Termination Date. If such right is exercised by the Master Servicer, the
Master Servicer shall be deemed to have been reimbursed for the full amount of any unreimbursed Advances theretofore made by it with
respect to the Mortgage Loans being purchased. In addition, the Master Servicer shall provide to the Trustee the certification
required by Section 3.15, and the Trustee and the Custodian shall, promptly following payment of the purchase price, release to the
Master Servicer the Custodial Files pertaining to the Mortgage Loans being purchased.
In addition to the foregoing, on any Distribution Date on or after the Optional Termination Date, the Master Servicer shall
have the right, at its option, to purchase the Class A Certificates, Class M Certificates and Class SB Certificates in whole, but not
in part, at a price equal to the sum of the outstanding Certificate Principal Balance of such Certificates plus the sum of one
month's Accrued Certificate Interest thereon, any previously unpaid Accrued Certificate Interest, and any unpaid Prepayment Interest
Shortfalls previously allocated thereto and, in the case of Prepayment Interest Shortfalls, accrued interest thereon at the
applicable Pass-Through Rate through the date of such optional termination. If the Master Servicer exercises this right to purchase
the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, the Master Servicer will promptly terminate the
respective obligations and responsibilities created hereby in respect of these Certificates pursuant to this Article IX.
(b) The Master Servicer shall give the Trustee not less than 40 days' prior notice of the Distribution Date on which (1) the
Master Servicer anticipates that the final distribution will be made to Certificateholders as a result of the exercise by the Master
Servicer of its right to purchase the Mortgage Loans or on which (2) the Master Servicer anticipates that the Certificates will be
purchased as a result of the exercise by the Master Servicer to purchase the outstanding Certificates. Notice of any termination,
specifying the anticipated Final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation or notice of any purchase of the outstanding Certificates, specifying the Distribution Date upon which
the Holders may surrender their Certificates to the Trustee for payment, shall be given promptly by the Master Servicer (if it is
exercising the right to purchase the Mortgage Loans or to purchase the outstanding Certificates), or by the Trustee (in any other
case) by letter to the Certificateholders (with a copy to the Certificate Registrar) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or agency of the Trustee therein designated where required pursuant to this
Agreement or, in the case of the purchase by the Master Servicer of the outstanding Certificates, the Distribution Date on which such
purchase is made,
(ii) the amount of any such final payment or, in the case of the purchase of the outstanding Certificates, the purchase price, in
either case, if known, and
(iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, and that payment will be made only
upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified.
If the Master Servicer or the Trustee is obligated to give notice to Certificateholders as required above, it shall give
such notice to the Certificate Registrar at the time such notice is given to Certificateholders. In the event of a purchase of the
Mortgage Loans by the Master Servicer, the Master Servicer shall deposit in the Certificate Account before the Final Distribution
Date in immediately available funds an amount equal to the purchase price computed as provided above. As a result of the exercise by
the Master Servicer of its right to purchase the outstanding Certificates, the Master Servicer shall deposit in the Certificate
Account, before the Distribution Date on which such purchase is to occur, in immediately available funds, an amount equal to the
purchase price for the Certificates computed as provided above, and provide notice of such deposit to the Trustee. The Trustee shall
withdraw from such account the amount specified in subsection (c) below and distribute such amount to the Certificateholders as
specified in subsection (c) below. The Master Servicer shall provide to the Trustee written notification of any change to the
anticipated Final Distribution Date as soon as practicable. If the Trust Fund is not terminated on the anticipated Final
Distribution Date, for any reason, the Trustee shall promptly mail notice thereof to each affected Certificateholder.
(c) Upon presentation and surrender of the Class A Certificates, Class M Certificates and Class SB Certificates by the
Certificateholders thereof, the Trustee shall distribute to such Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's election to repurchase the Mortgage Loans or the outstanding Class
A Certificates, Class M Certificates and Class SB Certificates, or (ii) if the Master Servicer elected to so repurchase the Mortgage
Loans or the outstanding Class A Certificates, Class M Certificates and Class SB Certificates, an amount equal to the price paid
pursuant to Section 9.01(a) as follows: first, with respect to the Class A Certificates, pari passu, the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, second, with respect to the Class M-1 Certificates, the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, third, with respect to the Class M-2 Certificates, the outstanding Certificate Principal Balance thereof, plus
Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest,
fourth, with respect to the Class M-3 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, fifth, with respect
to the Class M-4 Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for
the related Interest Accrual Period and any previously unpaid Accrued Certificate Interest, sixth, with respect to the Class M-5
Certificates, the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest, seventh, with respect to the Class M-6 Certificates,
the outstanding Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest, eighth, with respect to the Class M-7 Certificates, the outstanding
Certificate Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest, ninth, with respect to the Class M-8 Certificates, the outstanding Certificate
Principal Balance thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest, tenth, with respect to the Class M-9 Certificates, the outstanding Certificate Principal Balance
thereof, plus Accrued Certificate Interest thereon for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest, eleventh, with respect to the Class A Certificates and Class M Certificates, the amount of any Prepayment
Interest Shortfalls allocated thereto for such Distribution Date or remaining unpaid from prior Distribution Dates and accrued
interest thereon at the applicable Pass-Through Rate, on a pro rata basis based on Prepayment Interest Shortfalls allocated thereto
for such Distribution Date or remaining unpaid from prior Distribution Dates, and twelfth, with respect to the Class SB Certificates,
all remaining amounts.
(d) In the event that any Certificateholders shall not surrender their Certificates for final payment and cancellation on or
before the Final Distribution Date, the Master Servicer (if it exercised its right to purchase the Mortgage Loans) or the Trustee (in
any other case), shall give a second written notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master Servicer to
contact the remaining Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining the
Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the Certificate Account. If
within nine months after the second notice any Certificates shall not have been surrendered for cancellation, the Trustee shall pay
to the Master Servicer all amounts distributable to the holders thereof and the Master Servicer shall thereafter hold such amounts
until distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the
Certificate Account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 9.01 and the Certificateholders shall look only to the Master Servicer for such
payment.
(e) If any Certificateholders do not surrender their Certificates on or before the Distribution Date on which a purchase of the
outstanding Certificates is to be made, the Master Servicer shall give a second written notice to such Certificateholders to
surrender their Certificates for payment of the purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer to contact the Holders of such Certificates concerning surrender of their Certificates. The costs and expenses of
maintaining the Certificate Account and of contacting Certificateholders shall be paid out of the assets which remain in the
Certificate Account. If within nine months after the second notice any Certificates shall not have been surrendered for cancellation
in accordance with this Section 9.01, the Trustee shall pay to the Master Servicer all amounts distributable to the Holders thereof
and shall have no further obligation or liability therefor and the Master Servicer shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any Certificateholder on any amount held in the Certificate
Account or by the Master Servicer as a result of such Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 9.01. Any Certificate that is not surrendered on the Distribution Date on which a purchase pursuant to
this Section 9.01 occurs as provided above will be deemed to have been purchased and the Holder as of such date will have no rights
with respect thereto except to receive the purchase price therefor minus any costs and expenses associated with such Certificate
Account and notices allocated thereto. Any Certificates so purchased or deemed to have been purchased on such Distribution Date
shall remain outstanding hereunder. The Master Servicer shall be for all purposes the Holder thereof as of such date.
Section 9.02. Additional Termination Requirements.
(a) Each of REMIC I, REMIC II and REMIC III as the case may be, shall be terminated in accordance with the following additional
requirements, unless the Trustee and the Master Servicer have received an Opinion of Counsel (which Opinion of Counsel shall not be
an expense of the Trustee) to the effect that the failure of any REMIC created hereunder to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust Fund of taxes on "prohibited transactions," as described in
Section 860F of the Code, or (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is
outstanding:
(i) The Master Servicer shall establish a 90-day liquidation period for each of REMIC I, REMIC II and REMIC III, and specify the
first day of such period in a statement attached to the Trust Fund's final Tax Return pursuant to Treasury Regulations
ss.1.860F-1. The Master Servicer also shall satisfy all of the requirements of a qualified liquidation for each of REMIC I,
REMIC II and REMIC III, under Section 860F of the Code and the regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee shall sell or otherwise dispose of all of the remaining
assets of the Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer is exercising its right to purchase the assets of the Trust Fund, the Master Servicer shall, during
the 90-day liquidation period and at or prior to the Final Distribution Date, purchase all of the assets of the Trust Fund
for cash;
(b) Each Holder of a Certificate and the Trustee hereby irrevocably approves and appoints the Master Servicer as its
attorney-in-fact to adopt a plan of complete liquidation for each of REMIC I, REMIC II and REMIC III at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of REMIC I, REMIC II and REMIC III as a REMIC under the Code
and, if necessary, under applicable state law. Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the taxable year ending on the last day of the calendar
year in which the Certificates are issued. The REMIC I Regular Interests shall be designated as the "regular interests" and
Component I of the Class R Certificates shall be designated as the sole Class of "residual interests" in REMIC I. The REMIC II
Regular Interests shall be designated as the "regular interests" and Component II of the Class R Certificates shall be designated as
the sole Class of "residual interests" in REMIC II. The Class A, Class M and Class SB Certificates shall be designated as the
"regular interests" in REMIC III and Component III of the Class R Certificates shall be designated the sole class of "residual
interests" in REMIC III. The REMIC Administrator and the Trustee shall not permit the creation of any "interests" (within the
meaning of Section 860G of the Code) in the REMIC other than the Certificates.
(b) The Closing Date is hereby designated as the "startup day" of each of REMIC I, REMIC II and REMIC III within the meaning of
Section 860G(a)(9) of the Code (the "Startup Date").
(c) The REMIC Administrator shall hold a Class R Certificate in each REMIC representing a 0.01% Percentage Interest of the
Class R Certificates in each REMIC and shall be designated as the "tax matters person" with respect to each of REMIC I, REMIC II and
REMIC III in the manner provided under Treasury Regulations Section 1.860F-4(d) and Treasury Regulations Section 301.6231(a)(7)-1.
The REMIC Administrator, as tax matters person, shall (i) act on behalf of each of REMIC I, REMIC II and REMIC III in relation to any
tax matter or controversy involving the Trust Fund and (ii) represent the Trust Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority with respect thereto. The legal expenses, including without
limitation attorneys' or accountants' fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses
of the Trust Fund and the REMIC Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage
Loans on deposit in the Custodial Account as provided by Section 3.10 unless such legal expenses and costs are incurred by reason of
the REMIC Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC Administrator is no longer the Master
Servicer hereunder, at its option the REMIC Administrator may continue its duties as REMIC Administrator and shall be paid reasonable
compensation not to exceed $3,000 per year by any successor Master Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of the Tax Returns that it determines are required with
respect to the REMICs created hereunder and deliver such Tax Returns in a timely manner to the Trustee and the Trustee shall sign and
file such Tax Returns in a timely manner. The expenses of preparing such returns shall be borne by the REMIC Administrator without
any right of reimbursement therefor. The REMIC Administrator agrees to indemnify and hold harmless the Trustee with respect to any
tax or liability arising from the Trustee's signing of Tax Returns that contain errors or omissions. The Trustee and Master Servicer
shall promptly provide the REMIC Administrator with such information as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class R Certificate such information as is necessary for
the application of any tax relating to the transfer of a Class R Certificate to any Person who is not a Permitted Transferee, (ii) to
the Trustee and the Trustee shall forward to the Certificateholders such information or reports as are required by the Code or the
REMIC Provisions including reports relating to interest, original issue discount, if any, and market discount or premium (using the
Prepayment Assumption) and (iii) to the Internal Revenue Service the name, title, address and telephone number of the person who will
serve as the representative of each REMIC created hereunder.
(f) The Master Servicer and the REMIC Administrator shall take such actions and shall cause each REMIC created hereunder to take
such actions as are reasonably within the Master Servicer's or the REMIC Administrator's control and the scope of its duties more
specifically set forth herein as shall be necessary or desirable to maintain the status thereof as a REMIC under the REMIC Provisions
(and the Trustee shall assist the Master Servicer and the REMIC Administrator, to the extent reasonably requested by the Master
Servicer and the REMIC Administrator to do so). In performing their duties as more specifically set forth herein, the Master
Servicer and the REMIC Administrator shall not knowingly or intentionally take any action, cause the Trust Fund to take any action or
fail to take (or fail to cause to be taken) any action reasonably within their respective control and the scope of duties more
specifically set forth herein, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the
status of any REMIC created hereunder as a REMIC or (ii) result in the imposition of a tax upon any REMIC created hereunder
(including but not limited to the tax on prohibited transactions as defined in Section 860F(a)(2) of the Code (except as provided in
Section 2.04) and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code) (either such event, in the absence of
an Opinion of Counsel or the indemnification referred to in this sentence, an "Adverse REMIC Event") unless the Master Servicer or
the REMIC Administrator, as applicable, has received an Opinion of Counsel (at the expense of the party seeking to take such action
or, if such party fails to pay such expense, and the Master Servicer or the REMIC Administrator, as applicable, determines that
taking such action is in the best interest of the Trust Fund and the Certificateholders, at the expense of the Trust Fund, but in no
event at the expense of the Master Servicer, the REMIC Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust Fund created hereunder, endanger such status or, unless the Master Servicer or the REMIC Administrator
or both, as applicable, determine in its or their sole discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a contemplated action may not be taken because the timing of such
action might result in the imposition of a tax on the Trust Fund, or may only be taken pursuant to an Opinion of Counsel that such
action would not impose a tax on the Trust Fund, such action may nonetheless be taken provided that the indemnity given in the
preceding sentence with respect to any taxes that might be imposed on the Trust Fund has been given and that all other preconditions
to the taking of such action have been satisfied. The Trustee shall not take or fail to take any action (whether or not authorized
hereunder) as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that it has received
an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action or inaction, as the case may
be. In addition, prior to taking any action with respect to the Trust Fund or its assets, or causing the Trust Fund to take any
action, which is not expressly permitted under the terms of this Agreement, the Trustee shall consult with the Master Servicer or the
REMIC Administrator, as applicable, or its designee, in writing, with respect to whether such action could cause an Adverse REMIC
Event to occur with respect to the Trust Fund and the Trustee shall not take any such action or cause the Trust Fund to take any such
action as to which the Master Servicer or the REMIC Administrator, as applicable, has advised it in writing that an Adverse REMIC
Event could occur. The Master Servicer or the REMIC Administrator, as applicable, may consult with counsel to make such written
advice, and the cost of same shall be borne by the party seeking to take the action not expressly permitted by this Agreement, but in
no event at the expense of the Master Servicer or the REMIC Administrator. At all times as may be required by the Code, the Master
Servicer or the REMIC Administrator, as applicable, will to the extent within its control and the scope of its duties more
specifically set forth herein, maintain substantially all of the assets of the REMIC as "qualified mortgages" as defined in
Section 860G(a)(3) of the Code and "permitted investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of any REMIC created hereunder as defined in
Section 860F(a)(2) of the Code, on "net income from foreclosure property" of any REMIC as defined in Section 860G(c) of the Code, on
any contributions to any REMIC after the Startup Date therefor pursuant to Section 860G(d) of the Code, or any other tax imposed by
the Code or any applicable provisions of state or local tax laws, such tax shall be charged (i) to the Master Servicer, if such tax
arises out of or results from a breach by the Master Servicer in its role as Master Servicer or REMIC Administrator of any of its
obligations under this Agreement or the Master Servicer has in its sole discretion determined to indemnify the Trust Fund against
such tax, (ii) to the Trustee, if such tax arises out of or results from a breach by the Trustee of any of its obligations under this
Article X, or (iii) otherwise against amounts on deposit in the Custodial Account as provided by Section 3.10 and on the Distribution
Date(s) following such reimbursement the aggregate of such taxes shall be allocated in reduction of the Accrued Certificate Interest
on each Class entitled thereto in the same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax purposes, maintain books and records with respect to each
REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.
(i) Following the Startup Date, neither the Master Servicer nor the Trustee shall accept any contributions of assets to any
REMIC unless (subject to Section 10.01(f)) the Master Servicer and the Trustee shall have received an Opinion of Counsel (at the
expense of the party seeking to make such contribution) to the effect that the inclusion of such assets in any REMIC will not cause
any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificates are outstanding or subject any such REMIC
to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section 10.01(f)) enter into any arrangement by which any
REMIC created hereunder will receive a fee or other compensation for services nor permit any REMIC created hereunder to receive any
income from assets other than "qualified mortgages" as defined in Section 860G(a)(3) of the Code or "permitted investments" as
defined in Section 860G(a)(5) of the Code.
(k) Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity date" by which
the principal balance of each regular interest in each REMIC would be reduced to zero is October 25, 2036, which is the Distribution
Date in the month following the last scheduled payment on any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall prepare and file with the Internal Revenue Service Form
8811, "Information Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized Debt Obligations" for
the Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or substitute for any of the Mortgage Loans (except in
connection with (i) the default, imminent default or foreclosure of a Mortgage Loan, including but not limited to, the acquisition or
sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of
any REMIC pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) or acquire any assets for any REMIC or sell or dispose of any investments in the Custodial Account or the Certificate
Account for gain, or accept any contributions to any REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect adversely the status of any REMIC created hereunder as a
REMIC or (b) unless the Master Servicer has determined in its sole discretion to indemnify the Trust Fund against such tax, cause any
REMIC to be subject to a tax on "prohibited transactions" or "contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Master Servicer for any taxes
and costs including, without limitation, any reasonable attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the
Master Servicer, as a result of a breach of the Trustee's covenants set forth in Article VIII or this Article X. In the event that
Residential Funding is no longer the Master Servicer, the Trustee shall indemnify Residential Funding for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or incurred by Residential Funding as a result of a breach of
the Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the Depositor, the Master Servicer and the Trustee for any taxes
and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Depositor,
the Master Servicer or the Trustee, as a result of a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the Trustee's execution of
Tax Returns prepared by the REMIC Administrator that contain errors or omissions; provided, however, that such liability will not be
imposed to the extent such breach is a result of an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Depositor, the REMIC Administrator and the Trustee for any taxes
and costs (including, without limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust Fund, the Depositor,
the REMIC Administrator or the Trustee, as a result of a breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the Master Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer and the
Trustee, without the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which may be inconsistent with any other provisions herein or
therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such extent as shall be necessary or desirable to maintain the
qualification of any REMIC created hereunder as a REMIC at all times that any Certificate is outstanding or to avoid or
minimize the risk of the imposition of any tax on the Trust Fund pursuant to the Code that would be a claim against the
Trust Fund, provided that the Trustee has received an Opinion of Counsel to the effect that (A) such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (B) such
action will not adversely affect in any material respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial Account or the Certificate Account or to change the name
in which the Custodial Account is maintained, provided that (A) the Certificate Account Deposit Date shall in no event be
later than the related Distribution Date, (B) such change shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Certificateholder and (C) such change shall not result in a reduction of the
rating assigned to any Class of Certificates below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f) or any other provision hereof restricting transfer of the
Class R Certificates by virtue of their being the "residual interests" in the Trust Fund provided that (A) such change shall
not result in reduction of the rating assigned to any such Class of Certificates below the lower of the then-current rating
or the rating assigned to such Certificates as of the Closing Date, as evidenced by a letter from each Rating Agency to such
effect, and (B) such change shall not (subject to Section 10.01(f)), as evidenced by an Opinion of Counsel (at the expense
of the party seeking so to modify, eliminate or add such provisions), cause the Trust Fund or any of the Certificateholders
(other than the transferor) to be subject to a federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
(vi) to make any other provisions with respect to matters or questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this Agreement, provided that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder and is
authorized or permitted under Section 11.01.
(b) This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the
Trustee and the Holders of Certificates evidencing in the aggregate not less than 66% of the Percentage Interests of each Class of
Certificates with a Certificate Principal Balance greater than zero affected thereby for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or such Custodial Agreement or of modifying in any
manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of, payments which are required to be distributed on any Certificate
without the consent of the Holder of such Certificate,
(ii) adversely affect in any material respect the interest of the Holders of Certificates of any Class in a manner other than as
described in clause (i) hereof without the consent of Holders of Certificates of such Class evidencing, as to such Class, Percentage
Interests aggregating not less than 66%, or
(iii) reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders of all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee shall not consent to any amendment to this Agreement
unless it shall have first received an Opinion of Counsel (at the expense of the party seeking such amendment) to the effect that
such amendment or the exercise of any power granted to the Master Servicer, the Depositor or the Trustee in accordance with such
amendment will not result in the imposition of a federal tax on the Trust Fund or cause any REMIC created hereunder to fail to
qualify as a REMIC at any time that any Certificate is outstanding; provided, that if the indemnity described in Section 10.01(f)
with respect to any taxes that might be imposed on the Trust Fund has been given, the Trustee shall not require the delivery to it of
the Opinion of Counsel described in this Section 11.01(c). The Trustee may but shall not be obligated to enter into any amendment
pursuant to this Section that affects its rights, duties and immunities and this Agreement or otherwise; provided, however, such
consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall furnish written notification of the substance of such
amendment to each Certificateholder. It shall not be necessary for the consent of Certificateholders under this Section 11.01 to
approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance
THEREOF. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may prescribe.
(e) The Depositor shall have the option, in its sole discretion, to obtain and deliver to the Trustee any corporate guaranty,
payment obligation, irrevocable letter of credit, surety bond, insurance policy or similar instrument or a reserve fund, or any
combination of the foregoing, for the purpose of protecting the Holders of the Class SB Certificates against any or all Realized
Losses or other shortfalls. Any such instrument or fund shall be held by the Trustee for the benefit of the Class SB
Certificateholders, but shall not be and shall not be deemed to be under any circumstances included in any REMIC. To the extent that
any such instrument or fund constitutes a reserve fund for federal income tax purposes, (i) any reserve fund so established shall be
an outside reserve fund and not an asset of such REMIC, (ii) any such reserve fund shall be owned by the Depositor, and (iii) amounts
transferred by such REMIC to any such reserve fund shall be treated as amounts distributed by such REMIC to the Depositor or any
successor, all within the meaning of Treasury Regulations Section 1.860G-2(h) in effect as of the Cut-off Date. In connection with
the provision of any such instrument or fund, this Agreement and any provision hereof may be modified, added to, deleted or otherwise
amended in any manner that is related or incidental to such instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the Depositor and such related insurer but without the consent
of any Certificateholder and without the consent of the Master Servicer or the Trustee being required unless any such amendment would
impose any additional obligation on, or otherwise adversely affect the interests of the Certificateholders, the Master Servicer or
the Trustee, as applicable; provided that the Depositor obtains an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment will not cause (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code and (b) any REMIC created hereunder to fail to qualify as a REMIC at any time that
any Certificate is outstanding. In the event that the Depositor elects to provide such coverage in the form of a limited guaranty
provided by General Motors Acceptance Corporation, the Depositor may elect that the text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit K (in which case Residential Funding's Subordinate Certificate Loss Obligation
as described in such exhibit shall be established by Residential Funding's consent to such amendment) and that the limited guaranty
shall be executed in the form attached hereto as Exhibit L, with such changes as the Depositor shall deem to be appropriate; it being
understood that the Trustee has reviewed and approved the content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
(f) In addition to the foregoing, any amendment of Section 4.08 of this Agreement shall require the consent of the Limited
Repurchase Right Holder as a third-party beneficiary of Section 4.08 of this Agreement.
Section 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to recordation in all appropriate public offices for
real property records in all the counties or other comparable jurisdictions in which any or all of the properties subject to the
Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the request of the Holders of Certificates entitled to at
least 25% of the Voting Rights), but only upon direction accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor
entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any
court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the
parties hereto.
(b) No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control
the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or
members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken
by the parties to this Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the
Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates of any Class evidencing in the aggregate not less than 25% of the related Percentage Interests of such Class, shall have
made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding it being understood and intended, and being expressly
covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice
the rights of the Holders of any other of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner herein provided and
for the common benefit of Certificateholders of such Class or all Classes, as the case may be. For the protection and enforcement of
the provisions of this Section 11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in accordance with the laws of the State of New York,
without regard to the conflict of law principles thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations
Law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at
or mailed by registered mail, postage prepaid (except for notices to the Trustee which shall be deemed to have been duly given only
when received), to (a) in the case of the Depositor, 0000 Xxxxxxxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx 00000,
Attention: President (RASC), or such other address as may hereafter be furnished to the Master Servicer and the Trustee in writing by
the Depositor; (b) in the case of the Master Servicer, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Bond
Administration or such other address as may be hereafter furnished to the Depositor and the Trustee by the Master Servicer in
writing; (c) in the case of the Trustee, the Corporate Trust Office or such other address as may hereafter be furnished to the
Depositor and the Master Servicer in writing by the Trustee; (d) in the case of Standard & Poor's, 00 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000; Attention: Mortgage Surveillance or such other address as may be hereafter furnished to the Depositor, Trustee and
Master Servicer by Standard & Poor's; (e) in the case of Moody's, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: ABS
Monitoring Department, or such other address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in
writing by Moody's, and (f) in the case of the Yield Maintenance Agreement Provider, Barclays Bank PLC, 000 Xxxx Xxxxxx Xxx Xxxx, XX
00000, or such other address as may be hereafter furnished to the Depositor, the Trustee and the Master Servicer in writing by the
Yield Maintenance Agreement Provider. Any notice required or permitted to be mailed to a Certificateholder shall be given by first
class mail, postage prepaid, at the address of such holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder
receives such notice.
Section 11.06. Notices to Rating Agencies.
The Depositor, the Master Servicer or the Trustee, as applicable, shall notify each Rating Agency and each Subservicer at
such time as it is otherwise required pursuant to this Agreement to give notice of the occurrence of, any of the events described in
clause (a), (b), (c), (d), (g), (h), (i) or (j) below or provide a copy to each Rating Agency and each Subservicer at such time as
otherwise required to be delivered pursuant to this Agreement of any of the statements described in clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or Trustee or a change in the majority ownership of the
Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity bond and the errors and omissions insurance policy
required by Section 3.12 or the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and 3.19,
(g) a change in the location of the Custodial Account or the Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any Class of Certificates resulting from the failure by
the Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan, provided, however, that with respect to notice of the occurrence of
the events described in clauses (d), (g) or (h) above, the Master Servicer shall provide prompt written notice to each Rating Agency
and each Subservicer of any such event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever
held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions
of this Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
(a) This Agreement may be supplemented by means of the addition of a separate Article hereto (a "Supplemental Article") for the
purpose of resecuritizing any of the Certificates issued hereunder, under the following circumstances. With respect to any Class or
Classes of Certificates issued hereunder, or any portion of any such Class, as to which the Depositor or any of its Affiliates (or
any designee thereof) is the registered Holder (the "Resecuritized Certificates"), the Depositor may deposit such Resecuritized
Certificates into a new REMIC, grantor trust or custodial arrangement (a "Restructuring Vehicle") to be held by the Trustee pursuant
to a Supplemental Article. The instrument adopting such Supplemental Article shall be executed by the Depositor, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee shall withhold their consent thereto if their respective
interests would not be materially adversely affected thereby. To the extent that the terms of the Supplemental Article do not in any
way affect any provisions of this Agreement as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement. Each Supplemental Article shall set forth all necessary
provisions relating to the holding of the Resecuritized Certificates by the Trustee, the establishment of the Restructuring Vehicle,
the issuing of various classes of new certificates by the Restructuring Vehicle and the distributions to be made thereon, and any
other provisions necessary to the purposes thereof. In connection with each Supplemental Article, the Depositor shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle will qualify as a REMIC, grantor trust or other entity
not subject to taxation for federal income tax purposes and (ii) the adoption of the Supplemental Article will not endanger the
status of any REMIC created hereunder as a REMIC or result in the imposition of a tax upon the Trust Fund (including but not limited
to the tax on prohibited transaction as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code.
Section 11.09. Third-Party Beneficiary.
The Limited Repurchase Right Holder is an express third-party beneficiary of Section 4.08 of this Agreement, and shall have
the right to enforce the related provisions of Section 4.08 of this Agreement as if it were a party hereto.
ARTICLE XII
COMPLIANCE WITH REGULATION AB
Section 12.01. Intent of Parties; Reasonableness.
The Depositor, the Trustee and the Master Servicer acknowledge and agree that the purpose of this Article XII is to
facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission. The
Depositor shall not exercise its right to request delivery of information or other performance under these provisions other than in
good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the
Commission under the Securities Act and the Exchange Act. Each of the Master Servicer and the Trustee acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the mortgage-backed securities markets, advice of counsel, or otherwise, and
agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of
evolving interpretations of Regulation AB. Each of the Master Servicer and the Trustee shall cooperate reasonably with the Depositor
to deliver to the Depositor (including any of its assignees or designees), any and all disclosure, statements, reports,
certifications, records and any other information necessary in the reasonable, good faith determination of the Depositor to permit
the Depositor to comply with the provisions of Regulation AB.
Section 12.02. Additional Representations and Warranties of the Trustee.
(a) The Trustee shall be deemed to represent to the Depositor as of the date hereof and on each date on which information is
provided to the Depositor under Sections 12.01, 12.02(b) or 12.03 that, except as disclosed in writing to the Depositor prior to such
date: (i) it is not aware and has not received notice that any default, early amortization or other performance triggering event has
occurred as to any other Securitization Transaction due to any default of the Trustee; (ii) there are no aspects of its financial
condition that could have a material adverse effect on the performance by it of its trustee obligations under this Agreement or any
other Securitization Transaction as to which it is the trustee; (iii) there are no material legal or governmental proceedings pending
(or known to be contemplated) against it that would be material to Certificateholders; (iv) there are no relationships or
transactions relating to the Trustee with respect to the Depositor or any sponsor, issuing entity, servicer, trustee, originator,
significant obligor, enhancement or support provider or other material transaction party (as such terms are used in Regulation AB)
relating to the Securitization Transaction contemplated by the Agreement, as identified by the Depositor to the Trustee in writing as
of the Closing Date (each, a "Transaction Party") that are outside the ordinary course of business or on terms other than would be
obtained in an arm's length transaction with an unrelated third party, apart from the Securitization Transaction, and that are
material to the investors' understanding of the Certificates; and (v) the Trustee is not an affiliate of any Transaction Party. The
Depositor shall notify the Trustee of any change in the identity of a Transaction Party after the Closing Date.
(b) If so requested by the Depositor on any date following the Closing Date, the Trustee shall, within five Business Days
following such request, confirm in writing the accuracy of the representations and warranties set forth in paragraph (a) of this
Section or, if any such representation and warranty is not accurate as of the date of such confirmation, provide the pertinent facts,
in writing, to the Depositor. Any such request from the Depositor shall not be given more than once each calendar quarter, unless
the Depositor shall have a reasonable basis for a determination that any of the representations and warranties may not be accurate.
Section 12.03. Information to be Provided by the Trustee.
For so long as the Certificates are outstanding, for the purpose of satisfying the Depositor's reporting obligation under
the Exchange Act with respect to any class of Certificates, the Trustee shall provide to the Depositor a written description of (a)
any litigation or governmental proceedings pending against the Trustee as of the last day of each calendar month that would be
material to Certificateholders, and (b) any affiliations or relationships (as described in Item 1119 of Regulation AB) that develop
following the Closing Date between the Trustee and any Transaction Party of the type described in Section 12.02(a)(iv) or 12.02(a)(v)
as of the last day of each calendar year. Any descriptions required with respect to legal proceedings, as well as updates to
previously provided descriptions, under this Section 12.03 shall be given no later than five Business Days prior to the Determination
Date following the month in which the relevant event occurs, and any notices and descriptions required with respect to affiliations,
as well as updates to previously provided descriptions, under this Section 12.03 shall be given no later than January 31 of the
calendar year following the year in which the relevant event occurs. As of the date the Depositor or Master Servicer files each
Report on Form 10-D and Report on Form 10-K with respect to the Certificates, the Trustee will be deemed to represent that any
information previously provided under this Article XII is materially correct and does not have any material omissions unless the
Trustee has provided an update to such information. The Depositor will allow the Trustee to review any disclosure relating to
material litigation against the Trustee prior to filing such disclosure with the Commission to the extent the Depositor changes the
information provided by the Trustee.
Section 12.04. Report on Assessment of Compliance and Attestation.
On or before March 15 of each calendar year, the Trustee shall:
(a) deliver to the Depositor a report (in form and substance reasonably satisfactory to the Depositor) regarding the Trustee's
assessment of compliance with the applicable Servicing Criteria during the immediately preceding calendar year, as required under
Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB. Such report shall be addressed to the Depositor and
signed by an authorized officer of the Trustee, and shall address each of the Servicing Criteria specified on Exhibit S hereto; and
(b) deliver to the Depositor a report of a registered public accounting firm reasonably acceptable to the Depositor that attests
to, and reports on, the assessment of compliance made by the Trustee and delivered pursuant to the preceding paragraph. Such
attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
Section 12.05. Indemnification; Remedies.
(a) The Trustee shall indemnify the Depositor, each affiliate of the Depositor, the Master Servicer and each broker dealer
acting as underwriter, placement agent or initial purchaser of the Certificates or each Person who controls any of such parties
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act); and the respective present and former
directors, officers, employees and agents of each of the foregoing, and shall hold each of them harmless from and against any losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:
(i) (A) any untrue statement of a material fact contained or alleged to be contained in any information, report,
certification, accountants' attestation or other material provided under this Article XII by or on behalf of the Trustee
(collectively, the "Trustee Information"), or (B) the omission or alleged omission to state in the Trustee Information a material
fact required to be stated in the Trustee Information or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, by way of clarification, that clause (B) of this paragraph shall
be construed solely by reference to the Trustee Information and not to any other information communicated in connection with a sale
or purchase of securities, without regard to whether the Trustee Information or any portion thereof is presented together with or
separately from such other information; or
(ii) any failure by the Trustee to deliver any information, report, certification, or other material when and as required under
this Article XII, other than a failure by the Trustee to deliver the accountants' attestation.
(b) In the case of any failure of performance described in clause (ii) of Section 12.05(a), the Trustee shall (i) promptly
reimburse the Depositor for all costs reasonably incurred by the Depositor in order to obtain the information, report, certification,
accountants' attestation or other material not delivered as required by the Trustee and (ii) cooperate with the Depositor to mitigate
any damages that may result from such failure.
(c) The Depositor and the Master Servicer shall indemnify the Trustee, each affiliate of the Trustee or each Person who controls
the Trustee (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the respective present
and former directors, officers, employees and agents of the Trustee, and shall hold each of them harmless from and against any
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon (i) any untrue statement of a material fact contained or alleged
to be contained in any information provided under this Agreement by or on behalf of the Depositor or Master Servicer for inclusion in
any report filed with Commission under the Exchange Act (collectively, the "RFC Information"), or (ii) the omission or alleged
omission to state in the RFC Information a material fact required to be stated in the RFC Information or necessary in order to make
the statements therein, in the light of the circumstances under which they were made, not misleading; provided, by way of
clarification, that clause (ii) of this paragraph shall be construed solely by reference to the RFC Information and not to any other
information communicated in connection with a sale or purchase of securities, without regard to whether the RFC Information or any
portion thereof is presented together with or separately from such other information.
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized as of the day and year first above written.
RESIDENTIAL ASSET SECURITIES CORPORATION
By:____________________________
Name:
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
By:_____________________________
Name:
Title: Associate
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:____________________________
Name:
Title:
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of September 2006 before me, a notary public in and for said State, personally appeared _______________,
known to me to be a Vice President of Residential Asset Securities Corporation, one of the corporations that executed the within
instrument, and also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
Notary Public
________________________________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ____ day of September 2006 before me, a notary public in and for said State, personally appeared _______________,
known to me to be an Associate of Residential Funding Corporation, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
Notary Public
________________________________
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF XXXXXX )
On the ____ day of September 2006 before me, a notary public in and for said State, personally appeared
_____________________, known to me to be a _____________________ of U.S. Bank National Association, a banking association organized
under the laws of the United States that executed the within instrument, and also known to me to be the person who executed it on
behalf of said banking association and acknowledged to me that such banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first
above written.
Notary Public
____________________________________
[Notarial Seal]
EXHIBIT A
FORM OF CLASS A-[_] CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT.
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON
AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
CUSIP: _____________________ Certificate No. A-[__]-[__]
Date of Pooling and Servicing Agreement: September 1, 2006 Adjustable Pass-Through Rate
Cut-off Date: September 1, 2006
First Distribution Date: October 25, 2006 Aggregate Initial Certificate Principal
Balance of the Class A-[_] Certificates:
$___________________________
Master Servicer: Initial Certificate Principal Balance of this
Residential Funding Corporation Class A-[_] Certificate:
$___________________________
Final Scheduled Distribution Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-EMX8
evidencing a percentage interest in the distributions allocable to the
Class A-[_] Certificates with respect to a Trust Fund consisting primarily of
a pool of fixed and adjustable interest rate, first and junior lien mortgage
loans on one- to four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Securities Corporation, the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying
mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Securities Corporation, the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates
will have any obligation with respect to any certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this
Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool
of fixed and adjustable interest rate, first and junior lien mortgage loans on one- to four- family residential
properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and U.S. Bank National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding that Distribution Date (the "Record Date"), from the related
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be distributed to Holders of
Class A-[_] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of, this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Initial Certificate Principal
Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced from
time to time pursuant to the Agreement.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and there upon one or more new Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans
or the Certificates, in either case thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require the Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) to
purchase in whole, but not in part, all of the Certificates from the Holders thereof, provided, that any such
option may only be exercised if the Stated Principal Balance before giving effect to the distributions to be made
on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-[_] Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT B
FORM OF CLASS M-[_] CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M-[_] CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE PRINCIPAL PAYMENTS HEREON
AND REALIZED LOSSES ALLOCABLE HERETO. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE
CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE
ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE TRUSTEE NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A
NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE") COUPLED WITH A RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE AGREEMENT.
ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR
HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN) THAT EITHER (A) SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN
OR OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE OR A PERSON (INCLUDING AN INSURANCE
COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A "PLAN
INVESTOR"), (B) IT HAS ACQUIRED AND IS HOLDING THIS CERTIFICATE IN RELIANCE ON U.S. DEPARTMENT OF LABOR PROHIBITED
TRANSACTION EXEMPTION ("PTE") 94-29, 59 FED. REG. 14674 (MARCH 29, 1994), AS MOST RECENTLY AMENDED BY PTE
2002-41, 67 FED. REG. 54487 (AUGUST 22, 2002) (THE "RFC EXEMPTION"), AND THAT IT UNDERSTANDS THAT THERE ARE
CERTAIN CONDITIONS TO THE AVAILABILITY OF THE RFC EXEMPTION INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE
TIME OF PURCHASE, NOT LOWER THAN "BBB-" (OR ITS EQUIVALENT) BY STANDARD & POOR'S, FITCH OR XXXXX'X OR (C) (I) THE
TRANSFEREE IS AN INSURANCE COMPANY, (II) THE SOURCE OF FUNDS USED TO PURCHASE OR HOLD THIS CERTIFICATE IS AN
"INSURANCE COMPANY GENERAL ACCOUNT" (AS DEFINED IN U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60), AND (III) THE CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED (EACH
ENTITY THAT SATISFIES THIS CLAUSE (C), A "COMPLYING INSURANCE COMPANY").
IF THIS CERTIFICATE (OR ANY INTEREST THEREIN) IS ACQUIRED OR HELD BY ANY PERSON THAT DOES NOT SATISFY
THE CONDITIONS DESCRIBED IN THE PRECEDING PARAGRAPH, THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A
PLAN INVESTOR, (II) ACQUIRED SUCH CERTIFICATE IN COMPLIANCE WITH THE RFC EXEMPTION, OR (III) IS A COMPLYING
INSURANCE COMPANY SHALL BE RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND OBLIGATIONS AS CERTIFICATE
OWNER THEREOF RETROACTIVE TO THE DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL BE UNDER NO
LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS CERTIFICATE (OR INTEREST THEREIN)
WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS IN SECTION 5.02(E)(II) OF THE POOLING AND SERVICING AGREEMENT SHALL
INDEMNIFY AND HOLD HARMLESS THE DEPOSITOR, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER, AND THE TRUST FUND
FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH
ACQUISITION OR HOLDING.
CUSIP: _____________________ Certificate No. M-[__]-__
Date of Pooling and Servicing Agreement: September 1, 2006 Adjustable Pass-Through Rate
Cut-off Date: September 1, 2006
First Distribution Date: October 25, 2006 Aggregate Initial Certificate Principal
Balance of the Class M-[_] Certificates:
$___________________________
Master Servicer: Initial Certificate Principal Balance of this
Residential Funding Corporation Class M-[_] Certificate:
$___________________________
Final Scheduled Distribution Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-EMX8
evidencing a percentage interest in the distributions allocable to the
Class M-[_] Certificates with respect to a Trust Fund consisting primarily of
a pool of fixed and adjustable interest rate, first and junior lien mortgage
loans on one- to four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Securities Corporation, the Master Servicer, the Trustee referred
to below or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor the underlying
mortgage loans are guaranteed or insured by any governmental agency or instrumentality or by Residential Asset
Securities Corporation, the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Depositor, the Master Servicer, GMAC Mortgage Group, Inc. or any of their affiliates
will have any obligation with respect to any certificate or other obligation secured by or payable from payments
on the Certificates.
This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this
Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool
of fixed and adjustable interest rate, first and junior lien mortgage loans on one- to four- family residential
properties (the "Mortgage Loans"), sold by Residential Asset Securities Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the
Depositor, the Master Servicer and U.S. Bank National Association, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the
capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the Business Day immediately preceding that Distribution Date (the "Record Date"), from the related
Available Distribution Amount in an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount of interest and principal, if any, required to be distributed to Holders of
Class M-[_] Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of, this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Initial Certificate Principal
Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the
extent of distributions allocable to principal and any Realized Losses allocable hereto.
Any Transferee of this Certificate will be deemed to have made representations relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, as described in Section 5.02(e)(ii) of
the Agreement. In addition, any purported Certificate Owner whose acquisition or holding of this Certificate (or
interest therein) was effected in violation of the restrictions in Section 5.02(e)(ii) of the Agreement shall
indemnify and hold harmless the Depositor, the Trustee, the Master Servicer, any Subservicer, any underwriter and
the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by such parties as a
result of such acquisition or holding.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and there upon one or more new Certificates of authorized denominations evidencing the
same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, and the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans
or the Certificates, in either case thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require the Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) to
purchase in whole, but not in part, all of the Certificates from the Holders thereof, provided, that any such
option may only be exercised if the Stated Principal Balance before giving effect to the distributions to be made
on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-[_] Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT C
FORM OF CLASS SB CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS M CERTIFICATES AS
DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE") COUPLED WITH THE RIGHT TO RECEIVE PAYMENTS UNDER THE YIELD MAINTENANCE
AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE
COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A "PLAN INVESTOR")
UNLESS THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER ARE PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT
TO SECTION 5.02(E)(I)(B) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR
THE MASTER SERVICER.
CUSIP: _____________________ Certificate No. SB-1
Date of Pooling and Servicing Agreement: September 1, 2006 Percentage Interest: 100.00%
Cut-off Date: September 1, 2006
First Distribution Date: October 25, 2006 Aggregate Initial Notional Balance
of the Class SB Certificates:
$___________________________
Master Servicer: Initial Notional Balance
Residential Funding Corporation of this Class SB Certificate:
$___________________________
Maturity Date:
__________ __, 20__
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-EMX8
evidencing a percentage interest in the distributions allocable to the
Class SB Certificates with respect to a Trust Fund consisting primarily of a
pool of fixed and adjustable interest rate, first and junior lien mortgage
loans on one- to four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund, and does not represent an
obligation of or interest in Residential Asset Securities Corporation, the Master Servicer, the Trustee referred
to below or any of their affiliates. Neither this Certificate nor the underlying mortgage loans are guaranteed or
insured by any governmental agency or instrumentality or by Residential Asset Securities Corporation, the Master
Servicer, the Trustee or any of their affiliates. None of the Depositor, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that [__________] is the registered owner of the Percentage Interest evidenced by this
Certificate in certain distributions with respect to the Trust Fund consisting primarily of an interest in a pool
of adjustable interest rate, first and junior lien mortgage loans on one- to four-family residential properties
(the "Mortgage Loans"), sold by Residential Asset Securities Corporation (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement") among the Depositor, the
Master Servicer and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof, assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to
Holders of Class SB Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master Servicer acting on behalf of the
Trustee or by a Paying Agent appointed by the Trustee in immediately available funds (by wire transfer or
otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Master
Servicer or such Paying Agent, or by check mailed to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota.
No transfer of this Certificate will be made unless such transfer is exempt from the registration
requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the
Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Depositor that such transfer is exempt (describing the applicable exemption and the basis therefor) from
or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any
applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify
the Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not made in accordance with such
Federal and state laws.
No transfer of this Certificate or any interest therein shall be made to any employee benefit plan or
other plan or arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code,
or any person (including an insurance company investing its general account, an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition
(each of the foregoing, a "Plan Investor") unless the Trustee, the Depositor and the Master Servicer are provided
with either (i) a certification pursuant to Section 5.02(e)(i)(B) of the Agreement or (ii) an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the
effect that the purchase or holding of this Certificate is permissible under applicable law, will not constitute
or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the
Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement following the earlier of (i) the maturity or other
liquidation of the last Mortgage Loan subject thereto or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, and (ii) the purchase by the Master Servicer
from the Trust Fund of all remaining Mortgage Loans and all property acquired in respect of such Mortgage Loans
or the Certificates, in either case thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require the Master Servicer (i) to purchase, at a price determined as provided in the
Agreement, all remaining Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii) to
purchase in whole, but not in part, all of the Certificates from the Holders thereof, provided, that any such
option may only be exercised if the Stated Principal Balance before giving effect to the distributions to be made
on such Distribution Date of the Mortgage Loans, as of the Distribution Date upon which the proceeds of any such
purchase are distributed is less than ten percent of the Cut-off Date Balance.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar by manual
signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class SB Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THE CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS CONSTITUTING THE AVAILABLE DISTRIBUTION AMOUNT
UNTIL SUCH TIME AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN (THE "AGREEMENT").
THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE CLASS A, CLASS M AND CLASS SB CERTIFICATES, TO THE EXTENT
DESCRIBED HEREIN AND IN THE AGREEMENT.
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON OR A DISQUALIFIED
ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL INTEREST" IN A "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH
ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT AND
UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING
AND SERVICING AGREEMENT (THE "AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST THEREIN SHALL BE MADE TO ANY EMPLOYEE BENEFIT PLAN OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE, OR ANY PERSON (INCLUDING AN INSURANCE
COMPANY INVESTING ITS GENERAL ACCOUNT, AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN)
WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION (EACH OF THE FOREGOING, A "PLAN INVESTOR")
UNLESS THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER ARE PROVIDED WITH EITHER (I) A CERTIFICATION PURSUANT
TO SECTION 5.02(E)(I)(B) OF THE AGREEMENT OR (II) AN OPINION OF COUNSEL ACCEPTABLE TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO THE TRUSTEE, THE DEPOSITOR AND THE MASTER SERVICER TO THE EFFECT THAT THE PURCHASE OR HOLDING OF
THIS CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT
ENACTMENTS), AND WILL NOT SUBJECT THE TRUSTEE, THE DEPOSITOR OR THE MASTER SERVICER TO ANY OBLIGATION OR
LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN EXPENSE OF THE TRUSTEE, THE DEPOSITOR OR
THE MASTER SERVICER.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY IF THE PROPOSED
TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT
(A) THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF
ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR
INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES
DESCRIBED IN SECTION 521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING THE TAX IMPOSED BY SECTION 511
OF THE CODE ON UNRELATED BUSINESS TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION 775(A) OF THE CODE (ANY SUCH
PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED
ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR
ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A
DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. R-1 Percentage Interest: 100.00%
Date of Pooling and Servicing Agreement: September 1, 2006 Master Servicer:
Residential Funding Corporation
Cut-off Date: September 1, 2006
HOME EQUITY MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATES
SERIES 2006-EMX8
evidencing a percentage interest in the distributions allocable to the Class R
Certificates with respect to a Trust Fund consisting primarily of a pool of
fixed and adjustable interest rate, first and junior lien mortgage loans on
one- to four-family residential properties sold by RESIDENTIAL ASSET
SECURITIES CORPORATION
This Certificate is payable solely from the assets of the Trust Fund and does not represent an
obligation of or interest in Residential Asset Securities Corporation, the Master Servicer, the Trustee referred
to below or any of their affiliates. Neither this Certificate nor the underlying mortgage loans are guaranteed or
insured by any governmental agency or instrumentality or by Residential Asset Securities Corporation, the Master
Servicer, the Trustee or any of their affiliates. None of the Depositor, the Master Servicer or any of their
affiliates will have any obligation with respect to any certificate or other obligation secured by or payable
from payments on the Certificates.
This certifies that [________________] is the registered owner of the Percentage Interest evidenced by
this Certificate in certain distributions with respect to the Trust Fund consisting primarily of a pool of fixed
and adjustable interest rate, first and junior lien mortgage loans on one- to four-family residential properties
(the "Mortgage Loans"), sold by Residential Asset Securities Corporation (hereinafter called the "Depositor,"
which term includes any successor entity under the Agreement referred to below). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as specified above (the "Agreement) among the Depositor, the
Master Servicer and U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of
the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if
such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date"), commencing
as described in the Agreement, to the Person in whose name this Certificate is registered at the close of
business on the last Business Day of the month immediately preceding the month of such distribution (the "Record
Date"), from the related Available Distribution Amount in an amount equal to the product of the Percentage
Interest evidenced by this Certificate and, the amount of interest and principal, if any, required to be
distributed to the Holders of Class R Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions set forth
in the Agreement to the effect that (i) each person holding or acquiring any Ownership Interest in this
Certificate must be a United States Person and a Permitted Transferee, (ii) the transfer of any Ownership
Interest in this Certificate will be conditioned upon the delivery to the Trustee of, among other things, an
affidavit to the effect that it is a United States Person and Permitted Transferee, (ii) any attempted or
purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be
absolutely null and void and will vest no rights in the purported transferee, and (iv) if any person other than a
United States Person and a Permitted Transferee acquires any Ownership Interest in this Certificate in violation
of such restrictions, then the Master Servicer will have the right, in its sole discretion and without notice to
the Holder of this Certificate, to sell this Certificate to a purchaser selected by the Master Servicer, which
purchaser may be the Master Servicer, or any affiliate of the Master Servicer, on such terms and conditions as
the Master Servicer may choose.
Notwithstanding the above, the final distribution on this Certificate will be made after due notice of
the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in St. Xxxx, Minnesota. The Holder of this Certificate may have
additional obligations with respect to this Certificate, including tax liabilities.
No transfer of this Certificate will be made unless such transfer is exempt from the registration
requirements of the Securities Act of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be made, (i) the Trustee or the
Depositor may require an opinion of counsel acceptable to and in form and substance satisfactory to the Trustee
and the Depositor that such transfer is exempt (describing the applicable exemption and the basis therefor) from
or is being made pursuant to the registration requirements of the Securities Act of 1933, as amended, and of any
applicable statute of any state and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify
the Trustee, the Depositor, the Master Servicer and the Certificate Registrar acting on behalf of the Trustee
against any liability that may result if the transfer is not so exempt or is not made in accordance with such
Federal and state laws.
No transfer of this Certificate or any interest therein shall be made to any employee benefit plan or
other plan or arrangement subject to the prohibited transaction provisions of ERISA or Section 4975 of the Code,
or any person (including an insurance company investing its general account, an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition
(each of the foregoing, a "Plan Investor") unless the Trustee, the Depositor and the Master Servicer are provided
with either (i) a certification pursuant to Section 5.02(e)(i)(B) of the Agreement or (ii) an Opinion of Counsel
acceptable to and in form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the
effect that the purchase or holding of this Certificate is permissible under applicable law, will not constitute
or result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor or the
Master Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975
of the Code) in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer.
This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated
as Home Equity Mortgage Asset-Backed Pass-Through Certificates of the Series specified hereon (herein
collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and recoveries respecting the
Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the
extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would
have been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account
created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes
other than distributions to Certificateholders, such purposes including without limitation reimbursement to the
Depositor and the Master Servicer of advances made, or certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the
modification of the rights and obligations of the Depositor, the Master Servicer and the Trustee and the rights
of the Certificateholders under the Agreement from time to time by the Depositor, the Master Servicer and the
Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby. Any such consent by the Holder of this
Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of
any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain
circumstances without the consent of the Holders of any of the Certificates and, in certain additional
circumstances, without the consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this
Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in St. Xxxx, Minnesota, duly endorsed by, or
accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to
the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in Classes and in
denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein
set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same
Class and aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Master Servicer, the Trustee, the Certificate Registrar and any agent of the
Depositor, the Master Servicer, the Trustee or the Certificate Registrar may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer,
the Trustee or any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and the Trust Fund created
thereby shall terminate upon the payment to Certificateholders of all amounts held by or on behalf of the Trustee
and required to be paid to them pursuant to the Agreement.
Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by
manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any
purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed.
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: _________________________________________________
Authorized Signatory
Dated:_____________________
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION,
as Certificate Registrar
By: _______________________________
Authorized Signatory
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
(Please print or typewrite name and address including postal zip code of assignee) the beneficial interest
evidenced by the within Trust Certificate and hereby authorizes the transfer of registration of such interest to
assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate of a like denomination and
Class, to the above named assignee and deliver such Certificate to the following address:
___________________________________________________________________________________________________________________
Dated:_____________________ ____________________________________
Signature by or on behalf of assignor
___________________________________________________________________________________________________________________
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available fund
to____________________________________________________________________________
for the account of ________________________________________________________________________________________________
account number ____________________________________________________________________________________________________
or, if mailed by check, to ________________________________________________________________________________________
Applicable statements should be mailed to:________________________________________________________________
___________________________________________________________________________________________________________________
___________________________________________________________________________________________________________________
This information is provided by ___________________________________, the assignee named above, or
______________________________, as its agent.
EXHIBIT E
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time, the "Agreement"),
dated as of September 1, 2006, by and among U.S. BANK NATIONAL ASSOCIATION, as Trustee (including its successors
under the Pooling Agreement defined below, the "Trustee"), RESIDENTIAL ASSET SECURITIES CORPORATION (together
with any successor in interest, the "Company"), RESIDENTIAL FUNDING CORPORATION, as master servicer (together
with any successor in interest or successor under the Pooling Agreement referred to below, the "Master
Servicer"), and XXXXX FARGO BANK, NATIONAL ASSOCIATION (together with any successor in interest or any successor
appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have entered into a Pooling and
Servicing Agreement, dated as of September 1, 2006, relating to the issuance of Residential Asset Securities
Corporation, Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX8 (as in effect on the
date of this Agreement, the "Original Pooling Agreement," and as amended and supplemented from time to time, the
"Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the purposes of receiving
and holding certain documents and other instruments delivered by the Company and the Master Servicer under the
Pooling Agreement, all upon the terms and conditions and subject to the limitations hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter set forth, the Trustee, the Company, the Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have the meanings
assigned in the Original Pooling Agreement, unless otherwise required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Custodial Files. The Company and the
Master Servicer hereby direct the Trustee to appoint Xxxxx Fargo Bank National Association as the Custodian
hereunder. The Custodian, as the duly appointed agent of the Trustee for these purposes, acknowledges receipt of
the Custodial Files relating to the Mortgage Loans identified on the schedule attached hereto (the "Custodial
Files") and declares that it holds and will hold the Custodial Files as agent for the Trustee, in trust, for the
use and benefit of all present and future Certificateholders.
Section 2.2. Recordation of Assignments. If any Custodial File includes one or more
assignments of the related Mortgages to the Trustee that have not been recorded, each such assignment shall be
delivered by the Custodian to the Company for the purpose of recording it in the appropriate public office for
real property records, and the Company, at no expense to the Custodian, shall promptly cause to be recorded in
the appropriate public office for real property records each such assignment and, upon receipt thereof from such
public office, shall return each such assignment to the Custodian.
Section 2.3. Review of Custodial Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the Trustee an Initial
Certification in the form annexed hereto as Exhibit One evidencing receipt of a Custodial File for each Mortgage
Loan listed on the Schedule attached hereto (the "Mortgage Loan Schedule"). The parties hereto acknowledge that
certain documents referred to in Subsection 2.01(b)(i) of the Pooling Agreement may be missing on or prior to the
Closing Date and such missing documents shall be listed as a Schedule to Exhibit One.
(b) Within 45 days after the Closing Date, the Custodian agrees, for the benefit of
Certificateholders, to review each Custodial File and to deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to be delivered pursuant to Section
2.01(b) of the Pooling Agreement have been executed and received and that such documents relate to the Mortgage
Loans identified on the Mortgage Loan Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification. For purposes of such review, the Custodian shall compare the following information in
each Custodial File to the corresponding information in the Mortgage Loan Schedule: (i) the loan number, (ii) the
borrower name and (iii) the original principal balance. In the event that any Mortgage Note or Assignment of
Mortgage has been delivered to the Custodian by the Company in blank, the Custodian, upon the direction of the
Company, shall cause each such Mortgage Note to be endorsed to the Trustee and each such Assignment of Mortgage
to be completed in the name of the Trustee prior to the date on which such Interim Certification is delivered to
the Trustee. Within 45 days of receipt of the documents required to be delivered pursuant to Section 2.01(c) of
the Pooling Agreement, the Custodian agrees, for the benefit of the Certificateholders, to review each such
document, and upon the written request of the Trustee to deliver to the Trustee an updated Schedule A to the
Interim Certification. The Custodian shall be under no duty or obligation to inspect, review or examine said
documents, instruments, certificates or other papers to determine that the same are genuine, enforceable, or
appropriate for the represented purpose or that they have actually been recorded or that they are other than what
they purport to be on their face, or that the MIN is accurate. If in performing the review required by this
Section 2.3 the Custodian finds any document or documents constituting a part of a Custodial File to be missing
or defective in respect of the items reviewed as described in this Section 2.3(b), the Custodian shall promptly
so notify the Company, the Master Servicer and the Trustee.
(c) Upon receipt of all documents required to be in the Custodial Files the Custodian shall
deliver to the Trustee a Final Certification in the form annexed hereto as Exhibit Three evidencing the
completeness of the Custodial Files.
Upon receipt of written request from the Trustee, the Company or the Master Servicer, the
Custodian shall as soon as practicable supply the Trustee with a list of all of the documents relating to the
Mortgage Loans required to be delivered pursuant to Section 2.01(b) of the Pooling Agreement not then contained
in the Custodial Files.
Section 2.4. Notification of Breaches of Representations and Warranties. If the Custodian
discovers, in the course of performing its custodial functions, a breach of a representation or warranty made by
the Master Servicer or the Company as set forth in the Pooling Agreement with respect to a Mortgage Loan relating
to a Custodial File, the Custodian shall give prompt written notice to the Company, the Master Servicer and the
Trustee.
Section 2.5. Custodian to Cooperate; Release of Custodial Files. Upon the repurchase or
substitution of any Mortgage Loan pursuant to Article II of the Pooling Agreement or payment in full of any
Mortgage Loan, or the receipt by the Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify the Custodian by delivering to
the Custodian a Request for Release (in the form of Exhibit Four attached hereto or a mutually acceptable
electronic form) and shall request delivery to it of the Custodial File. The Custodian agrees, upon receipt of
such Request for Release, promptly to release to the Master Servicer the related Custodial File.
Upon receipt of a Request for Release from the Master Servicer, signed by a Servicing Officer,
that (i) the Master Servicer or a Subservicer, as the case may be, has made a deposit into the Certificate
Account in payment for the purchase of the related Mortgage Loan in an amount equal to the Purchase Price for
such Mortgage Loan or (ii) the Company has chosen to substitute a Qualified Substitute Mortgage Loan for such
Mortgage Loan, the Custodian shall release to the Master Servicer the related Custodial File.
Upon written notification of a substitution, the Master Servicer shall deliver to the Custodian
and the Custodian agrees to accept the Mortgage Note and other documents constituting the Custodial File with
respect to any Qualified Substitute Mortgage Loan, upon receiving written notification from the Master Servicer
of such substitution.
From time to time as is appropriate for the servicing or foreclosures of any Mortgage Loan,
including, for this purpose, collection under any Primary Insurance Policy or any Mortgage Pool Insurance Policy,
the Master Servicer shall deliver to the Custodian a Request for Release certifying as to the reason for such
release. Upon receipt of the foregoing, the Custodian shall deliver the Custodial File or such document to the
Master Servicer. All Custodial Files so released to the Master Servicer shall be held by it in trust for the
Trustee for the use and benefit of all present and future Certificateholders. The Master Servicer shall cause
each Custodial File or any document therein so released to be returned to the Custodian when the need therefor by
the Master Servicer no longer exists, unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the Custodial Account or (ii) the Custodial File or
such document has been delivered to an attorney, or to a public trustee or other public official as required by
law, for purposes of initiating or pursuing legal action or other proceedings for the foreclosure of the
Mortgaged Property either judicially or non-judicially, and the Master Servicer has delivered to the Custodian an
updated Request for Release signed by a Servicing Officer certifying as to the name and address of the Person to
which such Custodial File or such document was delivered and the purpose or purposes of such delivery.
Immediately upon receipt of any Custodial File returned to the Custodian by the Master Servicer, the Custodian
shall deliver a signed acknowledgement to the Master Servicer, confirming receipt of such Custodial File.
Upon the written request of the Master Servicer, the Custodian will send to the Master Servicer
copies of any documents contained in the Custodial File.
Section 2.6. Assumption Agreements. In the event that any assumption agreement or
substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement
in accordance with the terms and provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement, which shall be added to the related Custodial File and,
for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and
instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With respect to each Mortgage Note,
Mortgage and other documents constituting each Custodial File which are delivered to the Custodian, the Custodian
is exclusively the bailee and agent of the Trustee and has no instructions to hold any Mortgage Note or Mortgage
for the benefit of any person other than the Trustee, holds such documents for the benefit of Certificateholders
and undertakes to perform such duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Custodial File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
The Master Servicer shall promptly notify the Custodian in writing if it shall no longer be a
member of MERS, or if it otherwise shall no longer be capable of registering and recording Mortgage Loans using
MERS. In addition, the Master Servicer shall (i) promptly notify the Custodian in writing when a MERS Mortgage
Loan is no longer registered with and recorded under MERS and (ii) concurrently with any such deregistration of a
MERS Mortgage Loan, prepare, execute and record an original assignment from MERS to the Trustee and deliver such
assignment to the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to indemnify and hold the Custodian
harmless from and against all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or
any other expenses, fees or charges of any character or nature, which the Custodian may incur or with which the
Custodian may be threatened by reason of its acting as custodian under this Agreement, including indemnification
of the Custodian against any and all expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or proceedings or resisting any claim.
Notwithstanding the foregoing, it is specifically understood and agreed that in the event any such claim,
liability, loss, action, suit or proceeding or other expense, fee or charge shall have been caused by reason of
any negligent act, negligent failure to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification provisions of this Agreement shall not
apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its individual or any other
capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not
Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses. The Master Servicer
covenants and agrees to pay to the Custodian from time to time, and the Custodian shall be entitled to,
reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer shall pay or reimburse the Custodian upon its request
for all reasonable expenses, disbursements and advances incurred or made by the Custodian in accordance with any
of the provisions of this Agreement (including the reasonable compensation and the expenses and disbursements of
its counsel and of all persons not regularly in its employ), except any such expense, disbursement or advance as
may arise from its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The Custodian may resign
from the obligations and duties hereby imposed upon it as such obligations and duties relate to its acting as
Custodian of the Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Custodial Files itself and give prompt notice thereof to the Company, the Master Servicer and the
Custodian, or promptly appoint a successor Custodian by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Custodian and one copy to the successor Custodian. If the Trustee
shall not have taken custody of the Custodial Files and no successor Custodian shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Custodian
may petition any court of competent jurisdiction for the appointment of a successor Custodian.
The Trustee, at the direction of the Master Servicer and the Company, may remove the Custodian
at any time. In such event, the Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository institution subject to
supervision or examination by federal or state authority and shall be able to satisfy the other requirements
contained in Section 3.7 and shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor Custodian pursuant
to any of the provisions of this Section 3.5 shall become effective upon acceptance of appointment by the
successor Custodian. The Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be appointed by the Trustee without the
prior approval of the Company and the Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into which the Custodian may be
merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding to the business of the Custodian,
shall be the successor of the Custodian hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided that such
successor is a depository institution subject to supervision or examination by federal or state authority and is
able to satisfy the other requirements contained in Section 3.7 and is unaffiliated with the Master Servicer or
the Company.
Section 3.7. Representations of the Custodian. The Custodian hereby represents that it is a
depository institution subject to supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $15,000,000 and is qualified to do business in the jurisdictions in which it will
hold any Custodial File.
ARTICLE IV
Compliance with Regulation AB
Section 4.1. Intent of the Parties; Reasonableness. The parties hereto acknowledge and
agree that the purpose of this Article IV is to facilitate compliance by the Company with the provisions of
Regulation AB and related rules and regulations of the Commission. The Company shall not exercise its right to
request delivery of information or other performance under these provisions other than in good faith, or for
purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the
Commission under the Securities Act and the Exchange Act. Each of the parties hereto acknowledges that
interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance
provided by the Commission or its staff, consensus among participants in the mortgage-backed securities markets,
advice of counsel, or otherwise, and agrees to comply with requests made by the Company in good faith for
delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. The
Custodian shall cooperate reasonably with the Company to deliver to the Company (including any of its assignees
or designees), any and all disclosure, statements, reports, certifications, records and any other information
necessary in the reasonable, good faith determination of the Company to permit the Company to comply with the
provisions of Regulation AB.
Section 4.2. Additional Representations and Warranties of the Custodian.
(a) The Custodian hereby represents and warrants that the information set forth under the
caption "Pooling and Servicing Agreement - Custodial Arrangements" (the "Custodian Disclosure") does not contain
any untrue statement of a material fact or omit to state a material required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made, not
misleading.
(b) The Custodian shall be deemed to represent to the Company as of the date hereof and on
each date on which information is provided to the Company under Section 4.3 that, except as disclosed in writing
to the Company prior to such date: (i) there are no aspects of its financial condition that could have a
material adverse effect on the performance by it of its Custodian obligations under this Agreement or any other
Securitization Transaction as to which it is the custodian; (ii) there are no material legal or governmental
proceedings pending (or known to be contemplated) against it; and (iii) there are no affiliations, relationships
or transactions relating to the Custodian with respect to the Company or any sponsor, issuing entity, servicer,
trustee, originator, significant obligor, enhancement or support provider or other material transaction party (as
such terms are used in Regulation AB) relating to the Securitization Transaction contemplated by the Agreement,
as identified by the Company to the Custodian in writing as of the Closing Date (each, a "Transaction Party").
(c) If so requested by the Company on any date following the Closing Date, the Custodian
shall, within five Business Days following such request, confirm in writing the accuracy of the representations
and warranties set forth in paragraph (a) of this Section or, if any such representation and warranty is not
accurate as of the date of such confirmation, provide reasonably adequate disclosure of the pertinent facts, in
writing, to the requesting party. Any such request from the Company shall not be given more than once each
calendar quarter, unless the Company shall have a reasonable basis for a determination that any of the
representations and warranties may not be accurate.
Section 4.3. Additional Information to Be Provided by the Custodian. For so long as the
Certificates are outstanding, for the purpose of satisfying the Company's reporting obligation under the Exchange
Act with respect to any class of Certificates, the Custodian shall (a) notify the Company in writing of any
material litigation or governmental proceedings pending against the Custodian that would be material to
Certificateholders, and (b) provide to the Company a written description of such proceedings. Any notices and
descriptions required under this Section 4.3 shall be given no later than five Business Days prior to the
Determination Date following the month in which the Custodian has knowledge of the occurrence of the relevant
event. As of the date the Company or Master Servicer files each Report on Form 10-D or Form 10-K with respect to
the Certificates, the Custodian will be deemed to represent that any information previously provided under this
Section 4.3, if any, is materially correct and does not have any material omissions unless the Custodian has
provided an update to such information.
Section 4.4. Report on Assessment of Compliance and Attestation. On or before March 15 of
each calendar year, the Custodian shall:
(a) deliver to the Company a report (in form and substance reasonably satisfactory to the
Company) regarding the Custodian's assessment of compliance with the Servicing Criteria during the immediately
preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
Regulation AB. Such report shall be addressed to the Company and signed by an authorized officer of the
Custodian, and shall address each of the Servicing Criteria specified on a certification substantially in the
form of Exhibit Five hereto; and
(b) deliver to the Company a report of a registered public accounting firm reasonably
acceptable to the Company that attests to, and reports on, the assessment of compliance made by the Custodian and
delivered pursuant to the preceding paragraph. Such attestation shall be in accordance with Rules 1-02(a)(3) and
2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.
Section 4.5. Indemnification; Remedies.
(a) The Custodian shall indemnify the Company, each affiliate of the Company, the Master
Servicer and each broker dealer acting as underwriter, placement agent or initial purchaser of the Certificates
or each Person who controls any of such parties (within the meaning of Section 15 of the Securities Act and
Section 20 of the Exchange Act); and the respective present and former directors, officers, employees and agents
of each of the foregoing, and shall hold each of them harmless from and against any losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments, and any other costs, fees and expenses
that any of them may sustain arising out of or based upon:
(i)(A) any untrue statement of a material fact contained or alleged to be contained in the
Custodian Disclosure and any information, report, certification, accountants' attestation or other material
provided under this Article IV by or on behalf of the Custodian (collectively, the "Custodian Information"), or
(B) the omission or alleged omission to state in the Custodian Information a material fact required to be stated
in the Custodian Information or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; or
(ii) any failure by the Custodian to deliver any information, report, certification, accountants'
attestation or other material when and as required under this Article IV.
(b) In the case of any failure of performance described in clause (ii) of Section 4.5(a),
the Custodian shall promptly reimburse the Company for all costs reasonably incurred by the Company in order to
obtain the information, report, certification, accountants' letter or other material not delivered as required by
the Custodian.
ARTICLE V
Miscellaneous Provisions
Section 5.1. Notices. All notices, requests, consents and demands and other communications
required under this Agreement or pursuant to any other instrument or document delivered hereunder shall be in
writing and, unless otherwise specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the addresses specified on the
signature page hereof (unless changed by the particular party whose address is stated herein by similar notice in
writing), in each case the notice will be deemed delivered when received.
Section 5.2. Amendments. No modification or amendment of or supplement to this Agreement
shall be valid or effective unless the same is in writing and signed by all parties hereto, and none of the
Company, the Master Servicer or the Trustee shall enter into any amendment of or supplement to this Agreement
except as permitted by the Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with written copies thereof.
Section 5.3. Governing Law. This Agreement shall be deemed a contract made under the laws of
the State of New York and shall be construed and enforced in accordance with and governed by the laws of the
State of New York.
Section 5.4. Recordation of Agreement. To the extent permitted by applicable law, this
Agreement is subject to recordation in all appropriate public offices for real property records in all the
counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by
the Master Servicer and at its expense on direction by the Trustee (pursuant to the request of holders of
Certificates evidencing undivided interests in the aggregate of not less than 25% of the Trust Fund), but only
upon direction accompanied by an Opinion of Counsel reasonably satisfactory to the Master Servicer to the effect
that the failure to effect such recordation is likely to materially and adversely affect the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for
other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same
instrument.
Section 5.5. Severability of Provisions. If any one or more of the covenants, agreements,
provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or
terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the holders thereof.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, this Agreement is executed as of the date first above written.
Address: U.S. BANK NATIONAL ASSOCIATION, as Trustee
U.S. Bank National Association
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X By:________________________________________
Xx. Xxxx, XX 00000 Name:
Attention: Structured Finance, Title:
RASC 2006-EMX8
Address: RESIDENTIAL ASSET SECURITIES CORPORATION
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
By:_______________________________________
Name:
Title:
Address: RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
By: _____________________________________
Name:
Title:
Address: XXXXX FARGO BANK, NATIONAL ASSOCIATION
Mortgage Document Custody
One Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
By:_____________________________________
Name:
Title:
STATE OF MINNESOTA
)
) ss.:
COUNTY OF XXXXXX )
On the ______ day of September 2006, before me, a notary public in and for said State, personally
appeared ________________, known to me to be a(n) _____________ of U.S. Bank National Association, a national
banking association that executed the within instrument, and also known to me to be the person who executed it on
behalf of said national banking association and acknowledged to me that such national banking association
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.
____________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the ______ day of September 2006, before me, a notary public in and for said State,
personally appeared ________________, known to me to be a(n) Assistant Vice President of Xxxxx Fargo Bank,
National Association, a national banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association, and acknowledged to me that such
national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
___________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the ______ day of September 2006, before me, a notary public in and for said State,
personally appeared [________________], known to me to be a(n) Vice President of Residential Asset Securities
Corporation, one of the corporations that executed the within instrument, and also known to me to be the person
who executed it on behalf of said corporation, and acknowledged to me that such corporation executed the within
instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
______________________________
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the______ day of September 2006, before me, a notary public in and for said State,
personally appeared [________________], known to me to be a(n) Associate of Residential Funding Corporation, one
of the corporations that executed the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year
in this certificate first above written.
____________________________________
Notary Public
[Notarial Seal]
EXHIBIT ONE
FORM OF CUSTODIAN INITIAL CERTIFICATION
September _____, 2006
U.S. Bank National Association
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx. Xxxx, XX 00000
Attention: Structured Finance, RASC 2006-EMX8
Re: Custodial Agreement, dated as of September 1, 2006, by and among U.S. Bank National
Association, Residential Asset Securities Corporation, Residential Funding Corporation and
Xxxxx Fargo Bank, National Association, relating to Home Equity Mortgage Asset-Backed
Pass-Through Certificates Series 2006-EMX8
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, and subject to
Section 2.02 of the Pooling Agreement, the undersigned, as Custodian, hereby certifies that it has received a
Custodial File (which contains an original Mortgage Note or an original Lost Note Affidavit with a copy of the
related Mortgage Note) to the extent required in Section 2.01(b) of the Pooling Agreement with respect to each
Mortgage Loan listed in the Mortgage Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: __________________________________
Name:
Title:
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
September _____, 2006
U.S. Bank National Association
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx. Xxxx, XX 00000
Attention: Structured Finance, RASC 2006-EMX8
Re: Custodial Agreement, dated as of September 1, 2006, by and among U.S. Bank National
Association, Residential Asset Securities Corporation, Residential Funding Corporation and
Xxxxx Fargo Bank, National Association, relating to Home Equity Mortgage Asset-Backed
Pass-Through Certificates Series 2006-EMX8
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the undersigned, as
Custodian, hereby certifies that it has received a Custodial File to the extent required pursuant to Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it
has reviewed the Custodial File and the Mortgage Loan Schedule and has determined that: all required documents
have been executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: _________________________________
Name:
Title:
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
September _____, 2006
U.S. Bank National Association
00 Xxxxxxxxxx Xxxxxx
XX-XX-XX0X
Xx. Xxxx, XX 00000
Attention: Structured Finance, RASC 2006-EMX8
Re: Custodial Agreement, dated as of September 1, 2006, by and among U.S. Bank National
Association, Residential Asset Securities Corporation, Residential Funding Corporation and
Xxxxx Fargo Bank, National Association, relating to Home Equity Mortgage Asset-Backed
Pass-Through Certificates Series 2006-EMX8
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Custodial File with respect to each Mortgage
Loan listed in the Mortgage Loan Schedule and it has reviewed the Custodial File and the Mortgage Loan Schedule
and has determined that: all required documents referred to in Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans identified on the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the respective meanings assigned to them
in the above-captioned Custodial Agreement.
XXXXX FARGO BANK, NATIONAL ASSOCIATION
By: _________________________________
Name:
Title:
EXHIBIT FOUR
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one)
Mortgage Loan Prepaid in Full Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection with such payments which are
required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
******************************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of
this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing
Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name: _______________________
Title:
Date:
EXHIBIT FIVE
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Custodian shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":
------------------------------------------------------------------------------------------ ----------------------
APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
------------------------------------------------------------------------------------------ ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
REFERENCE CRITERIA
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
GENERAL SERVICING CONSIDERATIONS
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the pool assets are maintained.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
CASH COLLECTION AND ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(i) Payments on pool assets are deposited into the appropriate
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with
respect to commingling of cash) as set forth in the transaction
1122(d)(2)(iv) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
INVESTOR REMITTANCES AND REPORTING
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of pool assets serviced by the
servicer.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made to an investor are posted within two business
days to the servicer's investor records, or such other number of
1122(d)(3)(iii) days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
1122(d)(3)(iv) statements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
POOL ASSET ADMINISTRATION
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(i) Collateral or security on pool assets is maintained as required by |X|
the transaction agreements or related asset pool documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Pool assets and related documents are safeguarded as required by |X|
1122(d)(4)(ii) the transaction agreements
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the servicer's
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(v) The servicer's records regarding the pool assets agree with the
servicer's records with respect to an obligor's unpaid principal
balance.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool
asset (e.g., loan modifications or re-agings) are made, reviewed
and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent pool assets including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
documents.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's pool asset documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable pool asset documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number
of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
1122(d)(4)(xv) as set forth in the transaction agreements.
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
-------------------- --------------------------------------------------------------------- ----------------------
EXHIBIT F-1
GROUP I LOAN SCHEDULE
[FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY FORM 8-K]
EXHIBIT F-2
GROUP II LOAN SCHEDULE
[FILED WITH THE SECURITIES AND EXCHANGE COMMISSION BY FORM 8-K]
EXHIBIT G
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you for the referenced pool, we
request the release of the Mortgage Loan File described below.
Pooling and Servicing Agreement, Dated:
Series#:
Account#:
Pool#:
Loan#:
MIN#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection with such payments which are
required to be deposited have been or will be so deposited as provided in the Pooling and Servicing Agreement."
______________________________
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents being enclosed with a copy of
this form. You should retain this form for your files in accordance with the terms of the Pooling and Servicing
Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ________________________
___________________________
Name
___________________________
Title
___________________________
Date
EXHIBIT H-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
)ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or beneficial owner of the Home Equity Mortgage
Asset-Backed Pass-Through Certificates, Series 2006-EMX8, Class R (the "Owner")), a [savings institution]
[corporation] duly organized and existing under the laws of [the State of ________________] [the United States],
on behalf of which he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a "disqualified organization" or an electing large partnership
as of [date of transfer] within the meaning of Section 860E(e)(5) and 775, respectively, of the Internal Revenue
Code of 1986, as amended (the "Code") or an electing large partnership under Section 775(a) of the Code, (ii)
will endeavor to remain other than a disqualified organization for so long as it retains its ownership interest
in the Class R Certificates, and (iii) is acquiring the Class R Certificates for its own account or for the
account of another Owner from which it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization" means an electing large
partnership under Section 775 of the Code, the United States, any state or political subdivision thereof, any
agency or instrumentality of any of the foregoing (other than an instrumentality all of the activities of which
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of whose board of
directors is not selected by any such governmental entity) or any foreign government, international organization
or any agency or instrumentality of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on transfers of Class R Certificates to
disqualified organizations or an electing large partnership under the Code, that applies to all transfers of
Class R Certificates after March 31, 1988; (ii) that such tax would be on the transferor (or, with respect to
transfers to electing large partnerships, on each such partnership), or, if such transfer is through an agent
(which person includes a broker, nominee or middleman) for a disqualified organization, on the agent; (iii) that
the person (other than with respect to transfers to electing large partnerships) otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates may be "noneconomic residual
interests" within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of
a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a "pass-through entity" holding Class R Certificates if
either the pass-through entity is an electing large partnership under Section 775 of the Code or if at any time
during the taxable year of the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a regulated investment company, a
real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the transfer of any Class R Certificates
unless the transferee, or the transferee's agent, delivers to it an affidavit and agreement, among other things,
in substantially the same form as this affidavit and agreement. The Owner expressly agrees that it will not
consummate any such transfer if it knows or believes that any of the representations contained in such affidavit
and agreement are false.
6. That the Owner has reviewed the restrictions set forth on the face of the Class R Certificates and the
provisions of Section 5.02(f) of the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee to deliver
payments to a person other than the Owner and negotiate a mandatory sale by the Trustee in the event the Owner
holds such Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to comply
with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary
upon advice of counsel to constitute a reasonable arrangement to ensure that the Class R Certificates will only
be owned, directly or indirectly, by an Owner that is not a disqualified organization.
8. The Owner's Taxpayer Identification Number is ____________________.
9. This affidavit and agreement relates only to the Class R Certificates held by the Owner and not to any
other holder of the Class R Certificates. The Owner understands that the liabilities described herein relate only
to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of the Class R Certificates by the Owner is
or will be to impede the assessment or collection of any tax; in making this representation, the Owner warrants
that the Owner is familiar with (i) Treasury Regulation 1.860E-1(c) and recent amendments thereto, effective as
of July 19, 2002, and (ii) the preamble describing the adoption of the amendments to such regulation, which is
attached hereto as Annex I.
11. That the Owner has no present knowledge or expectation that it will be unable to pay any United States
taxes owed by it so long as any of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class R Certificate that the Owner
intends to pay taxes associated with holding such Class R Certificate as they become due, fully understanding
that it may incur tax liabilities in excess of any cash flows generated by the Class R Certificate.
12. That the Owner has no present knowledge or expectation that it will become insolvent or subject to a
bankruptcy proceeding for so long as any of the Class R Certificates remain outstanding.
13. The Owner is either (i) a citizen or resident of the United States, (ii) a corporation, partnership or
other entity treated as a corporation or a partnership for U.S. federal income tax purposes and created or
organized in, or under the laws of, the United States, any state thereof or the District of Columbia (other than
a partnership that is not treated as a United States person under any applicable Treasury regulations), (iii) an
estate that is described in Section 7701(a)(30)(D) of the Code, or (iv) a trust that is described in Section
7701(a)(30)(E) of the Code.
14. The Owner hereby agrees that it will not cause income from the Class R Certificates to be attributable
to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the
Owner or another United States taxpayer.
15. The Owner hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee
and the Master Servicer that the following statements in (a) or (b) are accurate:
(a) The Certificates are not being acquired by, and will not be transferred to, any
employee benefit plan or other plan or arrangement subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), or any person (including an insurance company investing its
general account, an investment manager, a named fiduciary or a trustee of any such plan) who is using "plan
assets" of any such plan to effect such acquisition (each of the foregoing, a "Plan Investor"); or
(b) The Owner has provided the Trustee, the Depositor and the Master Servicer with an
Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee, the Depositor and
the Master Servicer to the effect that the purchase or holding of Certificates is permissible under
applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not
subject the Trustee, the Depositor, or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in the
Pooling and Servicing Agreement, which Opinion of Counsel shall not be at the expense of the Trustee, the
Depositor or the Master Servicer.
In addition, the Owner hereby certifies, represents and warrants to, and covenants with, the Depositor,
the Trustee and the Master Servicer that the Owner will not transfer such Certificates to any Plan Investor or
person unless either such Plan Investor or person meets the requirements set forth in either (a) or (b) above.
Capitalized terms used but not defined herein shall have the meanings assigned in the Pooling and
Servicing Agreement.
IN WITNESS WHEREOF, the Owner has caused this instrument to be executed on its behalf, pursuant to the
authority of its Board of Directors, by its [Title of Officer] and its corporate seal to be hereunto attached,
attested by its [Assistant] Secretary, this ____ day of ______________ 200__.
[NAME OF OWNER]
By: ___________________________________
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
______________________________
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or proved to me to be
the same person who executed the foregoing instrument and to be the [Title of Officer] of the Owner, and
acknowledged to me that he executed the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this __________ day of __________, 200_.
__________________________________________
NOTARY PUBLIC
COUNTY OF ______________________________
STATE OF ________________________________
My Commission expires the ___ day of __________, 20__
ANNEX I TO EXHIBIT H-1
DEPARTMENT OF THE TREASURY
Internal Revenue Service
26 CFR Parts 1 and 602
[TD 9004]
RIN 1545-AW98
Real Estate Mortgage Investment Conduits
AGENCY: Internal Revenue Service (IRS), Treasury.
ACTION: Final regulations.
-----------------------------------------------------------------------
SUMMARY: This document contains final regulations relating to safe harbor transfers of noneconomic residual
interests in real estate mortgage investment conduits (REMICs). The final regulations provide additional
limitations on the circumstances under which transferors may claim safe harbor treatment.
DATES: Effective Date: These regulations are effective July 19, 2002.
Applicability Date: For dates of applicability, see Sec. 1.860E-(1)(c)(10).
FOR FURTHER INFORMATION CONTACT: Xxxxxxxx Xxxxxxxxxx at (000) 000-0000 (not a toll-free number).
SUPPLEMENTARY INFORMATION:
Paperwork Reduction Act
The collection of information in this final rule has been reviewed and, pending receipt and evaluation
of public comments, approved by the Office of Management and Budget (OMB) under 44 U.S.C. 3507 and assigned
control number 1545-1675.
The collection of information in this regulation is in Sec. 1.860E-1(c)(5)(ii). This information is
required to enable the IRS to verify that a taxpayer is complying with the conditions of this regulation. The
collection of information is mandatory and is required. Otherwise, the taxpayer will not receive the benefit of
safe harbor treatment as provided in the regulation. The likely respondents are businesses and other for-profit
institutions.
Comments on the collection of information should be sent to the Office of Management and Budget, Attn:
Desk Officer for the Department of the Treasury, Office of Information and Regulatory Affairs, Xxxxxxxxxx, XX,
00000, with copies to the Internal Revenue Service, Attn: IRS Reports Clearance Officer, W:CAR:MP:FP:S,
Xxxxxxxxxx, XX 00000. Comments on the collection of information should be received by September 17, 2002.
Comments are specifically requested concerning:
o Whether the collection of information is necessary for the proper performance of the functions of the
Internal Revenue Service, including whether the information will have practical utility;
o The accuracy of the estimated burden associated with the collection of information (see below);
o How the quality, utility, and clarity of the information to be collected may be enhanced;
o How the burden of complying with the collection of information may be minimized, including through the
application of automated collection techniques or other forms of information technology; and
o Estimates of capital or start-up costs and costs of operation, maintenance, and purchase of service to
provide information.
An agency may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a valid control number assigned by the Office of Management and Budget.
The estimated total annual reporting burden is 470 hours, based on an estimated number of respondents of
470 and an estimated average annual burden hours per respondent of one hour.
Books or records relating to a collection of information must be retained as long as their contents may
become material in the administration of any internal revenue law. Generally, tax returns and tax return
information are confidential, as required by 26 U.S.C. 6103.
Background
This document contains final regulations regarding the proposed amendments to 26 CFR part 1 under
section 860E of the Internal Revenue Code (Code). The regulations provide the circumstances under which a
transferor of a noneconomic REMIC residual interest meeting the investigation and representation requirements may
avail itself of the safe harbor by satisfying either the formula test or the asset test.
Final regulations governing REMICs, issued in 1992, contain rules governing the transfer of noneconomic
REMIC residual interests. In general, a transfer of a noneconomic residual interest is disregarded for all tax
purposes if a significant purpose of the transfer is to enable the transferor to impede the assessment or
collection of tax. A purpose to impede the assessment or collection of tax (a wrongful purpose) exists if the
transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling
or unable to pay taxes due on its share of the REMIC's taxable income. Under a safe harbor, the transferor of a
REMIC noneconomic residual interest is presumed not to have a wrongful purpose if two requirements are satisfied:
(1) the transferor conducts a reasonable investigation of the transferee's financial condition (the investigation
requirement); and (2) the transferor secures a representation from the transferee to the effect that the
transferee understands the tax obligations associated with holding a residual interest and intends to pay those
taxes (the representation requirement).
The IRS and Treasury have been concerned that some transferors of noneconomic residual interests claim
they satisfy the safe harbor even in situations where the economics of the transfer clearly indicate the
transferee is unwilling or unable to pay the tax associated with holding the interest. For this reason, on
February 7, 2000, the IRS published in the Federal Register (65 FR 5807) a notice of proposed rulemaking
(REG-100276-97; REG-122450-98) designed to clarify the safe harbor by adding the "formula test," an economic
test. The proposed regulation provides that the safe harbor is unavailable unless the present value of the
anticipated tax liabilities associated with holding the residual interest does not exceed the sum of: (1) The
present value of any consideration given to the transferee to acquire the interest; (2) the present value of the
expected future distributions on the interest; and (3) the present value of the anticipated tax savings
associated with holding the interest as the REMIC generates losses.
The notice of proposed rulemaking also contained rules for FASITs. Section 1.860H-6(g) of the proposed
regulations provides requirements for transfers of FASIT ownership interests and adopts a safe harbor by
reference to the safe harbor provisions of the REMIC regulations. In January 2001, the IRS published Rev. Proc.
2001-12 (2001-3 I.R.B. 335) to set forth an alternative safe harbor that taxpayers could use while the IRS and
the Treasury considered comments on the proposed regulations. Under the alternative safe harbor, if a transferor
meets the investigation requirement and the representation requirement but the transfer fails to meet the formula
test, the transferor may invoke the safe harbor if the transferee meets a two-prong test (the asset test). A
transferee generally meets the first prong of this test if, at the time of the transfer, and in each of the two
years preceding the year of transfer, the transferee's gross assets exceed $100 million and its net assets exceed
$10 million. A transferee generally meets the second prong of this test if it is a domestic, taxable corporation
and agrees in writing not to transfer the interest to any person other than another domestic, taxable corporation
that also satisfies the requirements of the asset test. A transferor cannot rely on the asset test if the
transferor knows, or has reason to know, that the transferee will not comply with its written agreement to limit
the restrictions on subsequent transfers of the residual interest.
Rev. Proc. 2001-12 provides that the asset test fails to be satisfied in the case of a transfer or
assignment of a noneconomic residual interest to a foreign branch of an otherwise eligible transferee. If such a
transfer or assignment were permitted, a corporate taxpayer might seek to claim that the provisions of an
applicable income tax treaty would resource excess inclusion income as foreign source income, and that, as a
consequence, any U.S. tax liability attributable to the excess inclusion income could be offset by foreign tax
credits. Such a claim would impede the assessment or collection of U.S. tax on excess inclusion income, contrary
to the congressional purpose of assuring that such income will be taxable in all events. See, e.g., sections
860E(a)(1), (b), (e) and 860G(b) of the Code.
The Treasury and the IRS have learned that certain taxpayers transferring noneconomic residual interests
to foreign branches have attempted to rely on the formula test to obtain safe harbor treatment in an effort to
impede the assessment or collection of U.S. tax on excess inclusion income. Accordingly, the final regulations
provide that if a noneconomic residual interest is transferred to a foreign permanent establishment or fixed base
of a U.S. taxpayer, the transfer is not eligible for safe harbor treatment under either the asset test or the
formula test. The final regulations also require a transferee to represent that it will not cause income from the
noneconomic residual interest to be attributable to a foreign permanent establishment or fixed base.
Section 1.860E-1(c)(8) provides computational rules that a taxpayer may use to qualify for safe harbor
status under the formula test. Section 1.860E-1(c)(8)(i) provides that the transferee is presumed to pay tax at
a rate equal to the highest rate of tax specified in section 11(b). Some commentators were concerned that this
presumed rate of taxation was too high because it does not take into consideration taxpayers subject to the
alternative minimum tax rate. In light of the comments received, this provision has been amended in the final
regulations to allow certain transferees that compute their taxable income using the alternative minimum tax rate
to use the alternative minimum tax rate applicable to corporations.
Additionally, Sec. 1.860E-1(c)(8)(iii) provides that the present values in the formula test are to be
computed using a discount rate equal to the applicable Federal short-term rate prescribed by section 1274(d).
This is a change from the proposed regulation and Rev. Proc. 2001-12. In those publications the provision stated
that "present values are computed using a discount rate equal to the applicable Federal rate prescribed in
section 1274(d) compounded semiannually" and that "[a] lower discount rate may be used if the transferee can
demonstrate that it regularly borrows, in the course of its trade or business, substantial funds at such lower
rate from an unrelated third party." The IRS and the Treasury Department have learned that, based on this
provision, certain taxpayers have been attempting to use unrealistically low or zero interest rates to satisfy
the formula test, frustrating the intent of the test. Furthermore, the Treasury Department and the IRS believe
that a rule allowing for a rate other than a rate based on an objective index would add unnecessary complexity to
the safe harbor. As a result, the rule in the proposed regulations that permits a transferee to use a lower
discount rate, if the transferee can demonstrate that it regularly borrows substantial funds at such lower rate,
is not included in the final regulations; and the Federal short-term rate has been substituted for the applicable
Federal rate. To simplify taxpayers' computations, the final regulations allow use of any of the published
short-term rates, provided that the present values are computed with a corresponding period of compounding. With
the exception of the provisions relating to transfers to foreign branches, these changes generally have the
proposed applicability date of February 4, 2000, but taxpayers may choose to apply the interest rate formula set
forth in the proposed regulation and Rev. Proc. 2001-12 for transfers occurring before August 19, 2002.
It is anticipated that when final regulations are adopted with respect to FASITs, Sec. 1.860H-6(g) of
the proposed regulations will be adopted in substantially its present form, with the result that the final
regulations contained in this document will also govern transfers of FASIT ownership interests with substantially
the same applicability date as is contained in this document.
Effect on Other Documents
Rev. Proc. 2001-12 (2001-3 I.R.B. 335) is obsolete for transfers of noneconomic residual interests in
REMICs occurring on or after August 19, 2002.
Special Analyses
It is hereby certified that these regulations will not have a significant economic impact on a
substantial number of small entities. This certification is based on the fact that it is unlikely that a
substantial number of small entities will hold REMIC residual interests. Therefore, a Regulatory Flexibility
Analysis under the Regulatory Flexibility Act (5 U.S.C. chapter 6) is not required. It has been determined that
this Treasury decision is not a significant regulatory action as defined in Executive Order 12866. Therefore, a
regulatory assessment is not required. It also has been determined that sections 553(b) and 553(d) of the
Administrative Procedure Act (5 U.S.C. chapter 5) do not apply to these regulations.
Drafting Information
The principal author of these regulations is Xxxxxxxx Xxxxxxxxxx. However, other personnel from the IRS
and Treasury Department participated in their development.
List of Subjects
26 CFR Part 1
Income taxes, Reporting and record keeping requirements.
26 CFR Part 602
Reporting and record keeping requirements.
Adoption of Amendments to the Regulations
Accordingly, 26 CFR parts 1 and 602 are amended as follows:
PART 1--INCOME TAXES
Paragraph 1. The authority citation for part 1 continues to read in
part as follows:
Authority: 26 U.S.C. 7805 * * *
EXHIBIT H-2
FORM OF TRANSFEROR CERTIFICATE
______________, 20__
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attention: Structured Finance/RASC, Series 2006-EMX8
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX8
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by ________________________ (the
"Seller") to ______________________ (the "Purchaser") of $___________ Initial Certificate Principal Balance of
Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX8, Class R (the "Certificates"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 1, 2006 among Residential Asset Securities Corporation, as depositor (the "Depositor"), Residential
Funding Corporation, as master servicer, and U.S. Bank National Association, as trustee (the "Trustee"). All
terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Depositor and the
Trustee that:
1. No purpose of the Seller relating to the transfer of the Certificate by the Seller to the Purchaser is
or will be to impede the assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the Trustee and the Master Servicer a
transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit H-1. The
Seller does not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable investigation of the financial
condition of the Purchaser as contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of
that investigation, the Seller has determined that the Purchaser has historically paid its debts as they become
due and has found no significant evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a Class R Certificate may not be
respected for United States income tax purposes (and the Seller may continue to be liable for United States
income taxes associated therewith) unless the Seller has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is not both a United States Person and a
Permitted Transferee.
Very truly yours,
_______________________________________
(Seller)
By: ____________________________________
Name: __________________________________
Title: ___________________________________
EXHIBIT I
FORM OF INVESTOR REPRESENTATION LETTER
______________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Structured Finance/RASC 0000-XXX0
Xxxxxxxxxxx Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
Attention: Residential Funding Corporation Series 2006-EMX8
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-EMX8, Class [SB] [R]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from ___________________________ (the
"Seller") $_____________ Initial Certificate Principal Balance of Home Equity Mortgage Asset-Backed Pass-Through
Certificates, Series 2006-EMX8, Class [SB] [R-[__]] (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of September 1, 2006 among Residential
Asset Securities Corporation, as depositor (the "Depositor"), Residential Funding Corporation, as master servicer
(the "Master Servicer"), and U.S. Bank National Association, as trustee (the "Trustee"). All terms used herein
and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The
Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Trustee and the
Master Servicer that:
1. The Purchaser understands that (a) the Certificates have not been and will not be registered or
qualified under the Securities Act of 1933, as amended (the "Act") or any state securities law,
(b) the Depositor is not required to so register or qualify the Certificates, (c) the
Certificates may be resold only if registered and qualified pursuant to the provisions of the
Act or any state securities law, or if an exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains restrictions regarding the transfer
of the Certificates and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for investment only and not with a view
to or for sale in connection with any distribution thereof in any manner that would violate the
Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters, and, in particular, in such matters related to
securities similar to the Certificates, such that it is capable of evaluating the merits and
risks of investment in the Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of Rule 501(a) promulgated
pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity to review (a) [a copy of the Private
Placement Memorandum, dated ___________________, 20__, relating to the Certificates (b)] a copy
of the Pooling and Servicing Agreement and [b] [c] such other information concerning the
Certificates, the Mortgage Loans and the Depositor as has been requested by the Purchaser from
the Depositor or the Seller and is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from such review answered by the
Depositor or the Seller to the satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with the initial distribution of the
Certificates and was provided with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original Sale") of the Certificates by the
Depositor, the Purchaser acknowledges that such Memorandum was provided to it by the Seller,
that the Memorandum was prepared by the Depositor solely for use in connection with the
Original Sale and the Depositor did not participate in or facilitate in any way the purchase of
the Certificates by the Purchaser from the Seller, and the Purchaser agrees that it will look
solely to the Seller and not to the Depositor with respect to any damage, liability, claim or
expense arising out of, resulting from or in connection with (a) error or omission, or alleged
error or omission, contained in the Memorandum, or (b) any information, development or event
arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it authorize any person to (a) offer,
pledge, sell, dispose of or otherwise transfer any Certificate, any interest in any Certificate
or any other similar security to any person in any manner, (b) solicit any offer to buy or to
accept a pledge, disposition of other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c) otherwise approach
or negotiate with respect to any Certificate, any interest in any Certificate or any other
similar security with any person in any manner, (d) make any general solicitation by means of
general advertising or in any other manner or (e) take any other action, that (as to any of (a)
through (e) above) would constitute a distribution of any Certificate under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or qualification pursuant thereto. The
Purchaser will not sell or otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to, and covenants with the Depositor, the
Trustee and the Master Servicer that the following statements in (a) or (b) are correct:
(a) The Purchaser is not an employee benefit plan or other plan or
arrangement subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or any person (including an
insurance company investing its general account, an investment manager, a named
fiduciary or a trustee of any such plan) who is using "plan assets" of any such plan
to effect such acquisition (each of the foregoing, a "Plan Investor"); or
(b) the Purchaser has provided the Trustee, the Depositor and the Master
Servicer with an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that
the purchase or holding of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code (or comparable provisions of any subsequent
enactments), and will not subject the Trustee, the Depositor or the Master Servicer to
any obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Depositor or the Master Servicer.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan
Investor or person unless either such Plan Investor or person meets the requirements set forth in either (a) or
(b) above.
Very truly yours,
____________________________________________________
(Purchaser)
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
EXHIBIT J
FORM OF TRANSFEROR REPRESENTATION LETTER
______________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Structured Finance/RASC 2006-EMX8
Attention: Residential Funding Corporation Series 2006-EMX8
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-EMX8, Class [SB] [R]
Ladies and Gentlemen:
In connection with the sale by __________ (the "Seller") to __________ (the "Purchaser") of
$__________ Initial Certificate Principal Balance of Home Equity Mortgage Asset- Backed Pass-Through
Certificates, Series 2006-EMX8, Class [SB] [R-[__]] (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of September 1, 2006 among Residential
Asset Securities Corporation, as depositor (the "Depositor"), Residential Funding Corporation, as master
servicer, and U.S. Bank National Association, as trustee (the "Trustee"). The Seller hereby certifies,
represents and warrants to, and covenants with, the Depositor and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of
or otherwise transferred any Certificate, any interest in any Certificate or any other similar security to any
person in any manner, (b) has solicited any offer to buy or to accept a pledge, disposition or other transfer of
any Certificate, any interest in any Certificate or any other similar security from any person in any manner, (c)
has otherwise approached or negotiated with respect to any Certificate, any interest in any Certificate or any
other similar security with any person in any manner, (d) has made any general solicitation by means of general
advertising or in any other manner, or (e) has taken any other action, that (as to any of (a) through (e) above)
would constitute a distribution of the Certificates under the Securities Act of 1933 (the "Act"), that would
render the disposition of any Certificate a violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto. The Seller will not act, in any manner set
forth in the foregoing sentence with respect to any Certificate. The Seller has not and will not sell or
otherwise transfer any of the Certificates, except in compliance with the provisions of the Pooling and Servicing
Agreement.
Very truly yours,
_____________________________________________________
(Purchaser)
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
EXHIBIT K
TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(e) FOR A
LIMITED GUARANTY
ARTICLE XIII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 13.01. Subordinate Certificate Loss Coverage; Limited Guaranty. (a) Subject to subsection (c)
below, prior to the later of the third Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether it or any Subservicer will be entitled to any reimbursement
pursuant to Section 3.10 on such Distribution Date for Advances or Subservicer Advances previously made, (which
will not be Advances or Subservicer Advances that were made with respect to delinquencies which were subsequently
determined to be Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary
Losses) and, if so, the Master Servicer shall demand payment from Residential Funding of an amount equal to the
amount of any Advances or Subservicer Advances reimbursed pursuant to Section 3.10, to the extent such Advances
or Subservicer Advances have not been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class SB Certificateholders in the same manner as if such amount were to be
distributed pursuant to Section 4.02.
(b) Subject to subsection (c) below, prior to the later of the third Business Day prior to
each Distribution Date or the related Determination Date, the Master Servicer shall determine whether any
Realized Losses (other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class SB Certificates on such Distribution Date pursuant to
Section 4.05, and, if so, the Master Servicer shall demand payment from Residential Funding of the amount of such
Realized Loss and shall distribute the same to the Class SB Certificateholders in the same manner as if such
amount were to be distributed pursuant to Section 4.02; provided, however, that the amount of such demand in
respect of any Distribution Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class SB Certificateholders on such Distribution
Date had such Realized Loss or Losses not occurred plus (ii) the amount of the reduction in the Certificate
Principal Balances of the Class SB Certificates on such Distribution Date due to such Realized Loss or Losses.
Notwithstanding such payment, such Realized Losses shall be deemed to have been borne by the Certificateholders
for purposes of Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses allocated to the Class SB Certificates will not be covered by the Subordinate Certificate
Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to the later of the
third Business Day prior to each Distribution Date or the related Determination Date by the Master Servicer with
written notice thereof to the Trustee. The maximum amount that Residential Funding shall be required to pay
pursuant to this Section on any Distribution Date (the "Amount Available") shall be equal to the lesser of (X)
________ minus the sum of (i) all previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such payments as described below in subsection (d) and (Y) the then
outstanding Certificate Principal Balances of the Class SB Certificates, or such lower amount as may be
established pursuant to Section 13.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance Corporation of any failure
of Residential Funding to make any payments hereunder and shall demand payment pursuant to the limited guaranty
(the "Limited Guaranty"), executed by General Motors Acceptance Corporation, of Residential Funding's obligation
to make payments pursuant to this Section, in an amount equal to the lesser of (i) the Amount Available and (ii)
such required payments, by delivering to General Motors Acceptance Corporation a written demand for payment by
wire transfer, not later than the second Business Day prior to the Distribution Date for such month, with a copy
to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or amounts paid
under the Limited Guaranty shall be deposited directly in the Certificate Account, for distribution on the
Distribution Date for such month to the Class SB Certificateholders.
(f) The Depositor shall have the option, in its sole discretion, to substitute for either
or both of the Limited Guaranty or the Subordinate Certificate Loss Obligation another instrument in the form of
a corporate guaranty, an irrevocable letter of credit, a surety bond, insurance policy or similar instrument or a
reserve fund; provided that (i) the Depositor obtains (subject to the provisions of Section 10.01(f) as if the
Depositor was substituted for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of independent counsel) to the effect that obtaining such substitute
corporate guaranty, irrevocable letter of credit, surety bond, insurance policy or similar instrument or reserve
fund will not cause either (a) any federal tax to be imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1) of the Code or on "contributions
after the startup date" under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding, and (ii) no such substitution shall be made unless (A) the
substitute Limited Guaranty or Subordinate Certificate Loss Obligation is for an initial amount not less than the
then current Amount Available and contains provisions that are in all material respects equivalent to the
original Limited Guaranty or Subordinate Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by the Trust Fund), (B) the long term
debt obligations of any obligor of any substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if
not supported by the Limited Guaranty) shall be rated at least the lesser of (a) the rating of the long term debt
obligations of General Motors Acceptance Corporation as of the date of issuance of the Limited Guaranty and (b)
the rating of the long term debt obligations of General Motors Acceptance Corporation at the date of such
substitution and (C) if the Class SB Certificates have been rated, the Depositor obtains written confirmation
from each Rating Agency that rated the Class SB Certificates at the request of the Depositor that such
substitution shall not lower the rating on the Class SB Certificates below the lesser of (a) the then-current
rating assigned to the Class SB Certificates by such Rating Agency and (b) the original rating assigned to the
Class SB Certificates by such Rating Agency. Any replacement of the Limited Guaranty or Subordinate Certificate
Loss Obligation pursuant to this Section shall be accompanied by a written Opinion of Counsel to the substitute
guarantor or obligor, addressed to the Master Servicer and the Trustee, that such substitute instrument
constitutes a legal, valid and binding obligation of the substitute guarantor or obligor, enforceable in
accordance with its terms, and concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Depositor, the Master Servicer nor the Trustee shall be obligated to substitute
for or replace the Limited Guaranty or Subordinate Certificate Loss Obligation under any circumstance.
Section 13.02. Amendments Relating to the Limited Guaranty. Notwithstanding Sections 11.01 or
13.01: (i) the provisions of this Article XIII may be amended, superseded or deleted, (ii) the Limited Guaranty
or Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any other provision of
this Agreement which is related or incidental to the matters described in this Article XIII may be amended in any
manner; in each case by written instrument executed or consented to by the Depositor and Residential Funding but
without the consent of any Certificateholder and without the consent of the Master Servicer or the Trustee being
required unless any such amendment would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that the Depositor shall also obtain a
letter from each Rating Agency that rated the Class SB Certificates at the request of the Depositor to the effect
that such amendment, reduction, deletion or cancellation will not lower the rating on the Class SB Certificates
below the lesser of (a) the then-current rating assigned to the Class SB Certificates by such Rating Agency and
(b) the original rating assigned to the Class SB Certificates by such Rating Agency, unless (A) the Holder of
100% of the Class SB Certificates is Residential Funding or an Affiliate of Residential Funding, or (B) such
amendment, reduction, deletion or cancellation is made in accordance with Section 11.01(e) and, provided further
that the Depositor obtains (subject to the provisions of Section 10.01(f) as if the Depositor was substituted for
the Master Servicer solely for the purposes of such provision), in the case of a material amendment or
supersession (but not a reduction, cancellation or deletion of the Limited Guaranty or the Subordinate
Certificate Loss Obligation), an Opinion of Counsel (which need not be an opinion of independent counsel) to the
effect that any such amendment or supersession will not cause either (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under Section 860G(d)(1) of the Code or (b)
the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together with an Opinion of Counsel that such
amendment complies with this Section 13.02.
EXHIBIT L
FORM OF LIMITED GUARANTY
RESIDENTIAL ASSET SECURITIES CORPORATION
Home Equity Mortgage Asset-Backed Pass-Through Certificates
Series 2006-EMX8
__________, 20__
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Structured Finance/RASC 2006-EMX8
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation ("Residential Funding"), an
indirect wholly-owned subsidiary of General Motors Acceptance Corporation, a New York corporation ("GMAC"), plans
to incur certain obligations as described under Section 13.01 of the Pooling and Servicing Agreement dated as of
September 1, 2006 (the "Servicing Agreement"), among Residential Asset Securities Corporation (the "Depositor"),
Residential Funding and U.S. Bank National Association (the "Trustee") as amended by Amendment No. ___ thereto,
dated as of ________, with respect to the Home Equity Mortgage Asset-Backed Pass-Through Certificates, Series
2006-EMX8 (the "Certificates"); and
WHEREAS, pursuant to Section 13.01 of the Servicing Agreement, Residential Funding agrees to
make payments to the Holders of the Class SB Certificates with respect to certain losses on the Mortgage Loans as
described in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to the ability of Residential
Funding to secure sufficient funds and faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and certain other good and
valuable consideration, the receipt of which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in the Certificate Account on behalf of
Residential Funding (or otherwise provide to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the related Distribution Date, such
moneys as may be required by Residential Funding to perform its Subordinate Certificate Loss Obligation when and
as the same arises from time to time upon the demand of the Trustee in accordance with Section 13.01 of the
Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be absolute, irrevocable and
unconditional and shall not be affected by the transfer by GMAC or any other person of all or any part of its or
their interest in Residential Funding, by any insolvency, bankruptcy, dissolution or other proceeding affecting
Residential Funding or any other person, by any defense or right of counterclaim, set-off or recoupment that GMAC
may have against Residential Funding or any other person or by any other fact or circumstance. Notwithstanding
the foregoing, GMAC's obligations under clause (a) shall terminate upon the earlier of (x) substitution for this
Limited Guaranty pursuant to Section 13.01(f) of the Servicing Agreement, or (y) the termination of the Trust
Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of Residential Funding, the Trustee or any
other person in asserting or enforcing any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further exercise of that or any other such
right. GMAC further waives demand, presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation, those of action or non-action on
the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may be modified, amended or terminated
only by the written agreement of GMAC and the Trustee and only if such modification, amendment or termination is
permitted under Section 13.02 of the Servicing Agreement. The obligations of GMAC under this Limited Guaranty
shall continue and remain in effect so long as the Servicing Agreement is not modified or amended in any way that
might affect the obligations of GMAC under this Limited Guaranty without the prior written consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee herein set forth shall be
binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited Guaranty shall be delivered to
the Trustee in connection with the execution of Amendment No. __ to the Servicing Agreement and GMAC hereby
authorizes the Depositor and the Trustee to rely on the covenants and agreements set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined herein shall have the meaning given them
in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of counterparts, each of which shall
be deemed to be an original and such counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed and delivered by its
respective officers thereunto duly authorized as of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
Acknowledged by:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
RESIDENTIAL ASSET SECURITIES
CORPORATION
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
EXHIBIT M
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Structured Finance/RASC 2006-EMX8
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-EMX8 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by U.S Bank National Association (the
"Trustee") to _______________________ (the "Lender") of _______________ (the "Mortgage Loan") pursuant to Section
3.13(d) of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of September 1,
2006 among Residential Asset Securities Corporation, as depositor (the "Depositor"), Residential Funding
Corporation, as master servicer, and the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby certifies, represents and warrants
to, and covenants with, the Master Servicer and the Trustee that:
(ii) the Mortgage Loan is secured by Mortgaged Property located in a jurisdiction in which an assignment in
lieu of satisfaction is required to preserve lien priority, minimize or avoid mortgage recording taxes or
otherwise comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(iii) the substance of the assignment is, and is intended to be, a refinancing of such Mortgage Loan and the
form of the transaction is solely to comply with, or facilitate the transaction under, such local laws;
(iv) the Mortgage Loan following the proposed assignment will be modified to have a rate of interest at least
0.25 percent below or above the rate of interest on such Mortgage Loan prior to such proposed assignment; and
(v) such assignment is at the request of the borrower under the related Mortgage Loan.
Very truly yours,
____________________________________________________
(Lender)
By:__________________________________________________
Name:________________________________________________
Title:_______________________________________________
EXHIBIT N
FORM OF RULE 144A INVESTMENT REPRESENTATION
Description of Rule 144A Securities, including numbers:
_______________________________________________
_______________________________________________
_______________________________________________
_______________________________________________
The undersigned seller, as registered holder (the "Seller"), intends to transfer the Rule 144A
Securities described above to the undersigned buyer (the "Buyer").
1. In connection with such transfer and in accordance with the agreements pursuant to which the Rule 144A
Securities were issued, the Seller hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any interest in the Rule 144A Securities or
any other similar security from, or otherwise approached or negotiated with respect to the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security with, any person in any manner, or made
any general solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the Securities Act of 1933, as amended (the
"1933 Act"), or that would render the disposition of the Rule 144A Securities a violation of Section 5 of the 1933
Act or require registration pursuant thereto, and that the Seller has not offered the Rule 144A Securities to any
person other than the Buyer or another "qualified institutional buyer" as defined in Rule 144A under the 0000 Xxx.
2. The Buyer, pursuant to Section 5.02 of the Pooling and Servicing Agreement (the "Agreement"), dated as
of September 1, 2006 among Residential Funding Corporation, as master servicer (the "Master Servicer"),
Residential Asset Securities Corporation, as depositor (the "Depositor"), and U.S. Bank National Association, as
trustee (the "Trustee") warrants and represents to, and covenants with, the Seller, the Trustee and the Master
Servicer as follows:
a. The Buyer understands that the Rule 144A Securities have not been registered under the 1933 Act or the
securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of evaluating the merits and risks of
investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the Rule 144A Securities that it has
requested from the Seller, the Trustee or the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar security from, or
otherwise approached or negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the 1933 Act
and has completed either of the forms of certification to that effect attached hereto as Annex I or
Annex II. The Buyer is aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other qualified institutional
buyers, understands that such Rule 144A Securities may be resold, pledged or transferred only (i) to a
person reasonably believed to be a qualified institutional buyer that purchases for its own account or
for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (ii) pursuant to another exemption from registration
under the 1933 Act.
3. The Buyer of Class SB Certificates or Class R Certificates
a. is not an employee benefit plan or other plan or arrangement subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any person (including an insurance company investing
its general account, an investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition; or
b. has provided the Trustee, the Depositor and the Master Servicer with the Opinion of Counsel described in
Section 5.02(e)(i) of the Agreement, which shall be acceptable to and in form and substance satisfactory
to the Trustee, the Depositor, and the Master Servicer to the effect that the purchase or holding of
this Certificate is permissible under applicable law, will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), and will not subject the Trustee, the Depositor, or the Master Servicer
to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the
Code) in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Depositor or the Master Servicer.
4. This document may be executed in one or more counterparts and by the different parties hereto on
separate counterparts, each of which, when so executed, shall be deemed to be an original; such counterparts,
together, shall constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document as of the date set forth below.
______________________________ ______________________________
Print Name of Seller Print Name of Purchaser
By: ___________________________________________________ By: ___________________________________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No._____________________________________________________ No._____________________________________________________
Date:___________________________________________________ Date:___________________________________________________
ANNEX I TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation
to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or
other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $______________________ in securities (except for the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association
or similar institution), Massachusetts or similar business trust, partnership, or charitable
organization described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any
State, territory or the District of Columbia, the business of which is substantially confined
to banking and is supervised by the State or territorial banking commission or similar official
or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a copy of which is
attached hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan
association, cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision over any such
institutions or is a foreign savings and loan association or equivalent institution and (b) has
an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and predominant business
activity is the writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees.
___ Investment Adviser. The Buyer is an investment adviser registered under the Investment
Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust company and whose
participants are exclusively (a) plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees, or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is not a trust fund that includes as
participants individual retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with
the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase
agreements, (vi) securities owned but subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the
securities referred to in the preceding paragraph. Further, in determining such aggregate amount, the Buyer may
have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles
and if the investments of such subsidiaries are managed under the Buyer's direction. However, such securities
were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer
is not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and
other parties related to the Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.
____ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that, in connection with any purchase
of securities sold to the Buyer for the account of a third party (including any separate account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at the time is a "qualified
institutional buyer" within the meaning of Rule 144A. In addition, the Buyer agrees that the Buyer will not
purchase securities for a third party unless the Buyer has obtained a current representation letter from such
third party or taken other appropriate steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is made of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities
will constitute a reaffirmation of this certification as of the date of such purchase.
______________________________________________________________
Print Name of Buyer
By: _____________________________________________________
Name:
Title:
Date: _____________________________________________________
ANNEX II TO EXHIBIT N
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A Investment Representation
to which this Certification is attached:
8. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President
of the Buyer or, if the Buyer is a "qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment Companies (as defined
below), is such an officer of the Adviser.
9. In connection with purchases by Buyer, the Buyer is a "qualified institutional buyer" as defined in SEC
Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, and
(ii) as marked below, the Buyer alone, or the Buyer's Family of Investment Companies, owned at least $100,000,000
in securities (other than the excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer's Family of
Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in the aggregate
$______________ in securities (other than the excluded securities referred to below) as of the
end of the Buyer's most recent fiscal year (such amount being calculated in accordance with
Rule 144A).
10. The term "Family of Investment Companies" as used herein means two or more registered investment
companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated
(by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a
majority owned subsidiary of the other).
11. The term "securities" as used herein does not include (i) securities of issuers that are affiliated with
the Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates of
deposit, (iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase
agreement and (vi) currency, interest rate and commodity swaps.
12. The Buyer is familiar with Rule 144A and understands that each of the parties to which this
certification is made are relying and will continue to rely on the statements made herein because one or more
sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
own account.
13. The undersigned will notify each of the parties to which this certification is made of any changes in
the information and conclusions herein. Until such notice, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.
_____________________________________________________________
Print Name of Buyer
By: _____________________________________________________
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date: _____________________________________________________
EXHIBIT O
[RESERVED]
EXHIBIT P
FORM OF ERISA REPRESENTATION LETTER
__________, 20__
Residential Asset Securities Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
U.S. Bank National Association
EP-MN-WS3D
00 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, XX 00000
Attn: Structured Finance/RASC 0000-XXX0
Xxxxxxxxxxx Funding Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxx 00000
Re: Home Equity Mortgage Asset-Backed Pass-Through Certificates,
Series 2006-EMX8, Class SB
Ladies and Gentlemen:
[____________________________________] (the "Purchaser") intends to purchase from
[______________________________] (the "Seller") $[____________] Initial Certificate Principal Balance of Home
Equity Mortgage Asset-Backed Pass-Through Certificates, Series 2006-EMX8, Class ____ (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of September 1,
2006 among Residential Asset Securities Corporation, as the depositor (the "Depositor"), Residential Funding
Corporation, as master servicer (the "Master Servicer") and U.S. Bank National Association, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that:
(a) The Purchaser is not an employee benefit plan or other plan or arrangement subject to
the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or any person
(including an insurance company investing its general account, an investment manager, a named fiduciary
or a trustee of any such plan) who is using "plan assets" of any such plan to effect such acquisition
(each of the foregoing, a "Plan Investor"); or
(b) The Purchaser has provided the Trustee, the Depositor and the Master Servicer with the
Opinion of Counsel described in Section 5.02(e)(i) of the Agreement, which shall be acceptable to and in
form and substance satisfactory to the Trustee, the Depositor and the Master Servicer to the effect that
the purchase or holding of Certificates is permissible under applicable law, will not constitute or
result in any non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code
(or comparable provisions of any subsequent enactments), and will not subject the Trustee, the Depositor
or the Master Servicer to any obligation or liability (including obligations or liabilities under ERISA
or Section 4975 of the Code) in addition to those undertaken in the Pooling and Servicing Agreement,
which Opinion of Counsel shall not be at the expense of the Trustee, the Depositor or the Master
Servicer.
In addition, the Purchaser hereby certifies, represents and warrants to, and covenants with, the
Depositor, the Trustee and the Master Servicer that the Purchaser will not transfer such Certificates to any Plan
Investor or person unless such Plan Investor or person meets the requirements set forth in either (a) or (b)
above.
Very truly yours,
_______________________________________
(Purchaser)
By: ____________________________________
Name: __________________________________
Title: ___________________________________
EXHIBIT Q
[RESERVED]
EXHIBIT R
ASSIGNMENT AGREEMENT
[ON FILE WITH THE TRUSTEE]
EXHIBIT S
SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE
The assessment of compliance to be delivered by the Trustee shall address, at a minimum, the criteria
identified as below as "Applicable Servicing Criteria":
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APPLICABLE SERVICING
SERVICING CRITERIA CRITERIA
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REFERENCE CRITERIA
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GENERAL SERVICING CONSIDERATIONS
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1122(d)(1)(i) Policies and procedures are instituted to monitor any performance
or other triggers and events of default in accordance with the
transaction agreements.
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1122(d)(1)(ii) If any material servicing activities are outsourced to third
parties, policies and procedures are instituted to monitor the
third party's performance and compliance with such servicing
activities.
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1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a
back-up servicer for the pool assets are maintained.
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1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the
party participating in the servicing function throughout the
reporting period in the amount of coverage required by and
otherwise in accordance with the terms of the transaction
agreements.
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CASH COLLECTION AND ADMINISTRATION
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1122(d)(2)(i) Payments on pool assets are deposited into the appropriate |X| (as to accounts
custodial bank accounts and related bank clearing accounts no more
than two business days following receipt, or such other number of
days specified in the transaction agreements. held by Trustee)
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1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to |X| (as to investors
an investor are made only by authorized personnel. only)
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1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows
or distributions, and any interest or other fees charged for such
advances, are made, reviewed and approved as specified in the
transaction agreements.
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The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of
overcollateralization, are separately maintained (e.g., with |X| (as to accounts
respect to commingling of cash) as set forth in the transaction held by Trustee)
1122(d)(2)(iv) agreements.
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1122(d)(2)(v) Each custodial account is maintained at a federally insured
depository institution as set forth in the transaction agreements.
For purposes of this criterion, "federally insured depository
institution" with respect to a foreign financial institution means
a foreign financial institution that meets the requirements of Rule
13k-1(b)(1) of the Securities Exchange Act.
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1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized
access.
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1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all
asset-backed securities related bank accounts, including custodial
accounts and related bank clearing accounts. These reconciliations
are (A) mathematically accurate; (B) prepared within 30 calendar
days after the bank statement cutoff date, or such other number of
days specified in the transaction agreements; (C) reviewed and
approved by someone other than the person who prepared the
reconciliation; and (D) contain explanations for reconciling items.
These reconciling items are resolved within 90 calendar days of
their original identification, or such other number of days
specified in the transaction agreements.
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INVESTOR REMITTANCES AND REPORTING
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1122(d)(3)(i) Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements. Specifically,
such reports (A) are prepared in accordance with timeframes and
other terms set forth in the transaction agreements; (B) provide
information calculated in accordance with the terms specified in
the transaction agreements; (C) are filed with the Commission as
required by its rules and regulations; and (D) agree with
investors' or the trustee's records as to the total unpaid
principal balance and number of pool assets serviced by the
servicer.
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1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance |X|
with timeframes, distribution priority and other terms set forth in
the transaction agreements.
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Disbursements made to an investor are posted within two business
days to the servicer's investor records, or such other number of |X|
1122(d)(3)(iii) days specified in the transaction agreements.
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Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank |X|
1122(d)(3)(iv) statements.
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POOL ASSET ADMINISTRATION
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1122(d)(4)(i) Collateral or security on pool assets is maintained as required by
the transaction agreements or related asset pool documents.
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Pool assets and related documents are safeguarded as required by
1122(d)(4)(ii) the transaction agreements
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1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are
made, reviewed and approved in accordance with any conditions or
requirements in the transaction agreements.
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1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in accordance
with the related pool asset documents are posted to the servicer's
obligor records maintained no more than two business days after
receipt, or such other number of days specified in the transaction
agreements, and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related pool asset documents.
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1122(d)(4)(v) The servicer's records regarding the pool assets agree with the
servicer's records with respect to an obligor's unpaid principal
balance.
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1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool
asset (e.g., loan modifications or re-agings) are made, reviewed
and approved by authorized personnel in accordance with the
transaction agreements and related pool asset documents.
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1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and
repossessions, as applicable) are initiated, conducted and
concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
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1122(d)(4)(viii) Records documenting collection efforts are maintained during the
period a pool asset is delinquent in accordance with the
transaction agreements. Such records are maintained on at least a
monthly basis, or such other period specified in the transaction
agreements, and describe the entity's activities in monitoring
delinquent pool assets including, for example, phone calls, letters
and payment rescheduling plans in cases where delinquency is deemed
temporary (e.g., illness or unemployment).
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1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets
with variable rates are computed based on the related pool asset
documents.
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1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the
obligor's pool asset documents, on at least an annual basis, or
such other period specified in the transaction agreements; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable pool asset documents and state laws; and
(C) such funds are returned to the obligor within 30 calendar days
of full repayment of the related pool asset, or such other number
of days specified in the transaction agreements.
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1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration
dates, as indicated on the appropriate bills or notices for such
payments, provided that such support has been received by the
servicer at least 30 calendar days prior to these dates, or such
other number of days specified in the transaction agreements.
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1122(d)(4)(xii) Any late payment penalties in connection with any payment to be
made on behalf of an obligor are paid from the servicer's funds and
not charged to the obligor, unless the late payment was due to the
obligor's error or omission.
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Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer,
or such other number of days specified in the transaction
1122(d)(4)(xiii) agreements.
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1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are
recognized and recorded in accordance with the transaction
agreements.
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Any external enhancement or other support, identified in Item
1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained |X|
1122(d)(4)(xv) as set forth in the transaction agreements.
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EXHIBIT T-1
FORM OF FORM 10-K CERTIFICATION
I, [identify the certifying individual], certify that:
1. I have reviewed the annual report on Form 10-K for the fiscal year [____], and all reports on Form 8-K
containing distribution or servicing reports filed in respect of periods included in the year covered by that
annual report, of the trust (the "Trust") created pursuant to the Pooling and Servicing Agreement dated as of
September 1, 2006 (the "P&S Agreement") among Residential Asset Securities Corporation (the "Depositor"),
Residential Funding Corporation (the "Master Servicer") and U.S. Bank National Association (the "Trustee");
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as of the last day of the period covered
by this annual report;
3. Based on my knowledge, the servicing information required to be provided to the Trustee by the Master
Servicer under the P&S Agreement for inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the Master Servicer under the P&S Agreement
and based upon my knowledge and the annual compliance review required under the P&S Agreement, and, except as
disclosed in the reports, the Master Servicer has fulfilled its obligations under the P&S Agreement; and
5. The reports disclose all significant deficiencies relating to the Master Servicer's compliance with the
minimum servicing standards based upon the report provided by an independent public accountant, after conducting
a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers as set forth in the P&S
Agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on the information provided to me by the
following unaffiliated parties: [the Trustee].
IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.
____________________________
Name:
Title:
* to be signed by the senior officer in charge of the servicing functions of the Master Servicer
EXHIBIT T-2
FORM OF BACK-UP CERTIFICATE TO FORM 10-K CERTIFICATION
The undersigned, a Responsible Officer of [______________] (the "Trustee") certifies that:
1. The Trustee has performed all of the duties specifically required to be performed by it pursuant to the
provisions of the Pooling and Servicing Agreement dated as of September 1, 2006 (the "Agreement") by and
among Residential Asset Securities Corporation, as depositor, Residential Funding Corporation, as master
servicer, and the Trustee in accordance with the standards set forth therein.
2. Based on my knowledge, the list of Certificateholders as shown on the Certificate Register as of the end
of each calendar year that is provided by the Trustee pursuant to Section 4.03(e)(I) of the Agreement is
accurate as of the last day of the 20[ ] calendar year.
Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement.
IN WITNESS WHEREOF, I have duly executed this certificate as of _________, 20__.
____________________________
Name:
Title:
EXHIBIT U
INFORMATION TO BE PROVIDED BY THE MASTER SERVICER TO THE RATING AGENCIES RELATING TO REPORTABLE MODIFIED MORTGAGE
LOANS
Account number
Transaction Identifier
Unpaid Principal Balance prior to Modification
Next Due Date
Monthly Principal and Interest Payment
Total Servicing Advances
Current Interest Rate
Original Maturity Date
Original Term to Maturity (Months)
Remaining Term to Maturity (Months)
Trial Modification Indicator
Mortgagor Equity Contribution
Total Servicer Advances
Trial Modification Term (Months)
Trial Modification Start Date
Trial Modification End Date
Trial Modification Period Principal and Interest Payment
Trial Modification Interest Rate
Trial Modification Term
Rate Reduction Indicator
Interest Rate Post Modification
Rate Reduction Start Date
Rate Reduction End Date
Rate Reduction Term
Term Modified Indicator
Modified Amortization Period
Modified Final Maturity Date
Total Advances Written Off
Unpaid Principal Balance Written Off
Other Past Due Amounts Written Off
Write Off Date
Unpaid Principal Balance Post Write Off
Capitalization Indicator
Mortgagor Contribution
Total Capitalized Amount
Modification Close Date
Unpaid Principal Balance Post Capitalization Modification
Next Payment Due Date per Modification Plan
Principal and Interest Payment Post Modification
Interest Rate Post Modification
Payment Made Post Capitalization
Delinquency Status to Modification Plan
